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Credit Agreement - PULTE HOMES INC/MI/ - 11-5-2003

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Credit Agreement - PULTE HOMES INC/MI/ - 11-5-2003 Powered By Docstoc
					EXHIBIT 10.1 CREDIT AGREEMENT AMONG PULTE HOMES, INC. AS BORROWER, THE LENDERS IDENTIFIED HEREIN, BANK ONE, NA, AS ADMINISTRATIVE AGENT, AND CITICORP NORTH AMERICA, INC., AS SYNDICATION AGENT AND COMERICA BANK, SUNTRUST BANK, THE ROYAL BANK OF SCOTLAND PLC, AND UBS AG, CAYMAN ISLANDS BRANCH, AS DOCUMENTATION AGENTS AND CREDIT LYONNAIS NEW YORK BRANCH, GUARANTY BANK, STANDARD FEDERAL BANK N.A., DEUTSCHE BANK TRUST COMPANY AMERICAS, MIZUHO CORPORATE BANK, LTD. AND WASHINGTON MUTUAL BANK, FA, AS MANAGING AGENTS AND THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH, BNP PARIBAS AND PNC BANK, NATIONAL ASSOCIATION, AS CO-AGENTS DATED AS OF OCTOBER 1, 2003 BANC ONE CAPITAL MARKETS, INC., AS LEAD ARRANGER AND SOLE BOOK RUNNER

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SECTION 1 DEFINITIONS AND ACCOUNTING TERMS...................................... 1.1 1.2 1.3 1.4 DEFINITIONS............................................................. COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL PROVISIONS........... ACCOUNTING TERMS........................................................ TIME.................................................................... 1 1 22 22 22 22 22 27 29 29 29 31 31 32 32 33 33 34 34 35 35 36 37 37 38 38 39 42 43 43 44 44 44 45 45 46 47 47 48 48 49 49 49 50 50 54 54

SECTION 2 CREDIT FACILITIES..................................................... 2.1 2.2 2.3 2.4 2.5 2.6 2.7 REVOLVING LOANS......................................................... SWINGLINE LOANS SUBFACILITY............................................. CONTINUATIONS AND CONVERSIONS........................................... MINIMUM AMOUNTS......................................................... EXTENSION OF MATURITY DATE.............................................. TELEPHONIC NOTICES...................................................... LENDING INSTALLATIONS...................................................

SECTION 3 GENERAL PROVISIONS APPLICABLE TO LOANS................................ 3.1 3.2 3.3 3.4 3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 INTEREST................................................................ PLACE AND MANNER OF PAYMENTS............................................ PREPAYMENTS............................................................. FEES.................................................................... PAYMENT IN FULL AT MATURITY............................................. COMPUTATIONS OF INTEREST AND FEES....................................... PRO RATA TREATMENT...................................................... SHARING OF PAYMENTS..................................................... CAPITAL ADEQUACY........................................................ INABILITY TO DETERMINE INTEREST RATE.................................... ILLEGALITY.............................................................. REQUIREMENTS OF LAW..................................................... TAXES................................................................... COMPENSATION............................................................ SUBSTITUTION OF LENDER.................................................. EVIDENCE OF DEBT........................................................

SECTION 4 FACILITY LCS.......................................................... 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 ISSUANCE................................................................ PARTICIPATIONS.......................................................... NOTICE.................................................................. FEES; REPORTING......................................................... ADMINISTRATION; REIMBURSEMENT BY LENDERS................................ REIMBURSEMENT BY BORROWER............................................... OBLIGATIONS ABSOLUTE.................................................... ACTIONS OF LC ISSUER.................................................... INDEMNIFICATION......................................................... LENDERS' INDEMNIFICATION................................................ FACILITY LC COLLATERAL ACCOUNT.......................................... RIGHTS AS A LENDER......................................................

SECTION 5 CONDITIONS PRECEDENT.................................................. 5.1 5.2 CLOSING CONDITIONS...................................................... CONDITIONS TO ALL EXTENSIONS OF CREDIT..................................

SECTION 6 REPRESENTATIONS AND WARRANTIES........................................

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6.1 6.2 6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 6.24 6.25 6.26 FINANCIAL CONDITION..................................................... NO MATERIAL CHANGE...................................................... ORGANIZATION AND GOOD STANDING.......................................... DUE AUTHORIZATION....................................................... NO CONFLICTS............................................................ CONSENTS................................................................ ENFORCEABLE OBLIGATIONS................................................. NO DEFAULT.............................................................. LIENS................................................................... INDEBTEDNESS............................................................ LITIGATION.............................................................. TAXES................................................................... COMPLIANCE WITH LAW..................................................... ERISA................................................................... SUBSIDIARIES............................................................ USE OF PROCEEDS......................................................... GOVERNMENT REGULATION................................................... ENVIRONMENTAL MATTERS................................................... INTELLECTUAL PROPERTY................................................... SOLVENCY................................................................ INVESTMENTS............................................................. DISCLOSURE.............................................................. LICENSES, ETC........................................................... BURDENSOME RESTRICTIONS................................................. LABOR CONTRACTS AND DISPUTES............................................ BROKER'S FEES........................................................... 54 55 55 55 55 56 56 56 56 56 56 57 57 57 58 58 59 59 60 61 61 61 61 61 61 62 62 62 65 66 66 66 66 66 66 67 67 67 67 68 68 68 69 69 69 70 70 71 71 71 71 71 72

SECTION 7 AFFIRMATIVE COVENANTS................................................. 7.1 7.2 7.3 7.4 7.5 7.6 7.7 7.8 7.9 7.10 7.11 7.12 7.13 INFORMATION COVENANTS................................................... FINANCIAL COVENANTS..................................................... PRESERVATION OF EXISTENCE AND FRANCHISES................................ BOOKS AND RECORDS....................................................... COMPLIANCE WITH LAW..................................................... PAYMENT OF TAXES AND OTHER INDEBTEDNESS................................. INSURANCE............................................................... MAINTENANCE OF PROPERTY................................................. PERFORMANCE OF OBLIGATIONS.............................................. USE OF PROCEEDS......................................................... AUDITS/INSPECTIONS...................................................... ADDITIONAL CREDIT PARTIES............................................... REIT REQUIREMENTS.......................................................

SECTION 8 NEGATIVE COVENANTS.................................................... 8.1 8.2 8.3 8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 INDEBTEDNESS............................................................ LIENS................................................................... NATURE OF BUSINESS...................................................... CONSOLIDATION AND MERGER................................................ SALE OR LEASE OF ASSETS................................................. SALE AND LEASEBACK...................................................... ADVANCES, INVESTMENTS AND LOANS......................................... RESTRICTED PAYMENTS..................................................... TRANSACTIONS WITH AFFILIATES............................................ FISCAL YEAR; ORGANIZATIONAL DOCUMENTS................................... NO LIMITATIONS.......................................................... NO OTHER NEGATIVE PLEDGES...............................................

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8.13 8.14 OTHER INDEBTEDNESS...................................................... RESTRICTIONS ON THE REITS............................................... 72 72 73 73 75 76 77 78 78 78 79 79 79 80 80 80 81 81 81 81 82 82 83 83 83 83 83 84 84 87 87 88 89 89 89 90 90 90 91 91 91 91 92 92

SECTION 9 EVENTS OF DEFAULT..................................................... 9.1 9.2 9.3 9.4 EVENTS OF DEFAULT....................................................... ACCELERATION; REMEDIES.................................................. FACILITY LC COLLATERAL ACCOUNT.......................................... ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT........................... AGENCY PROVISIONS...................................................

SECTION 10 10.1 10.2 10.3 10.4 10.5 10.6 10.7 10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17

APPOINTMENT; NATURE OF RELATIONSHIP..................................... POWERS.................................................................. GENERAL IMMUNITY........................................................ NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.............................. ACTION ON INSTRUCTIONS OF LENDERS....................................... EMPLOYMENT OF AGENTS AND COUNSEL........................................ RELIANCE ON DOCUMENTS; COUNSEL.......................................... ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION................ NOTICE OF DEFAULT....................................................... RIGHTS AS A LENDER...................................................... LENDER CREDIT DECISION.................................................. SUCCESSOR ADMINISTRATIVE AGENT.......................................... ADMINISTRATIVE AGENT AND ARRANGER FEES.................................. DELEGATION TO AFFILIATES................................................ AUTHORIZATION OF INTERCREDITOR AGREEMENT................................ DOCUMENTATION AGENT, SYNDICATION AGENT, ETC............................. BENEFITS OF SECTION 10..................................................

SECTION 11 MISCELLANEOUS........................................................ 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 11.18 NOTICES................................................................. RIGHT OF SET-OFF........................................................ BENEFIT OF AGREEMENT.................................................... NO WAIVER; REMEDIES CUMULATIVE.......................................... PAYMENT OF EXPENSES; INDEMNIFICATION.................................... AMENDMENTS, WAIVERS AND CONSENTS........................................ COUNTERPARTS/TELECOPY................................................... HEADINGS................................................................ DEFAULTING LENDER....................................................... SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES......... GOVERNING LAW; JURISDICTION............................................ WAIVER OF JURY TRIAL................................................... SEVERABILITY........................................................... FURTHER ASSURANCES..................................................... ENTIRETY............................................................... CONFIDENTIALITY........................................................ BINDING EFFECT; CONTINUING AGREEMENT................................... NO CONSEQUENTIAL DAMAGES...............................................

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SCHEDULES Schedule 1.1(a) Schedule 1.1(b) Schedule 1.1(c) Schedule 6.10 Schedule 6.11 Schedule 6.15 Schedule 6.21(a) Schedule 6.21(b) Schedule 6.25 Schedule 11.1

Commitments and Pro Rata Shares Existing Letters of Credit Permitted Liens Indebtedness Litigation Subsidiaries Investment Policy Investments Labor Contracts and Disputes Notices

EXHIBITS Exhibit 1.1 Exhibit 1.2 Exhibit 2.1(f) Exhibit 2.2(e) Exhibit 7.1(c) Exhibit 11.3(b)

Form Form Form Form Form Form

of of of of of of

Guaranty Intercreditor Agreement Revolving Note Swingline Note Officer's Certificate Assignment Agreement

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CREDIT AGREEMENT THIS CREDIT AGREEMENT (this "Credit Agreement") is entered into as of October 1, 2003 among PULTE HOMES, INC., a Michigan corporation (the "Borrower"), the Lenders (as defined herein), and BANK ONE, NA, as Administrative Agent for the Lenders. RECITALS WHEREAS, the Borrower and the Guarantors have requested the Lenders to provide a senior revolving credit facility in an aggregate principal amount of up to $850,000,000, which may be increased in accordance with the terms hereof to up to $1,000,000,000; and WHEREAS, the Lenders party hereto have agreed to make the requested senior revolving credit facility available to the Borrower on the terms and conditions hereinafter set forth. NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1 DEFINITIONS AND ACCOUNTING TERMS 1.1 DEFINITIONS. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms herein shall include in the singular number the plural and in the plural the singular: "Acquisition", by any Person, means the acquisition by such Person of the Capital Stock or all or substantially all of the assets of another Person, whether or not involving a merger or consolidation with such Person. "Additional Credit Party" means each Person that becomes a Guarantor after the Closing Date, as provided in Section 7.12 or otherwise. "Adjusted LIBOR Market Index Rate" means, with respect to an Index Rate Swingline Loan, the sum of (i) the quotient of (a) the LIBOR Market Index Rate applicable to such Index Rate Swingline Loan, divided by (b) one minus the applicable Reserve Requirement (expressed as a decimal) plus (ii) the Applicable Percentage. "Administrative Agent" means Bank One, NA. (or any successor thereto) or any successor administrative agent appointed pursuant to Section 10.12. "Administrative Fees" has the meaning set forth in Section 3.4(c).

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers (or the equivalent) of such Person), controlled by or under direct or indirect common control with such Person. A Person shall be deemed to control an entity if such Person possesses, directly or indirectly, the power (a) to vote 10% or more of the ordinary voting power for the election of directors (or the equivalent) of such entity or (b) to direct or cause direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise. "Aggregate Commitment Limit" means One Billion Dollars ($1,000,000,000), less the amount of any reductions of the Revolving Committed Amount effected pursuant to Section 2.1(d). "Aggregate LC Commitment" means Five Hundred Million Dollars ($500,000,000). "Alternate Base Rate" means, for any day, a rate per annum equal to the higher of (a) the Prime Rate for such day or (b) the sum of the Federal Funds Effective Rate plus 0.5%, in each case changing when and as the Prime Rate and the Federal Funds Effective Rate change. "Applicable Percentage" means, for Eurodollar Loans, Index Rate Swingline Loans, Facility LC Fees and Commitment Fees, the appropriate applicable percentages corresponding to the Debt to Capitalization Ratio and the Senior Debt Rating of the Borrower as described below:
LEVEL I LEVEL II LEVEL III LEVEL IV --------------------------------------------------------------------------------------------------------SENIOR DEBT GREATER THAN OR EQUAL BBB / Baa2 BBB- / Baa3 LESS THAN BBB- / Baa3 O RATING TO BBB+ / Baa1 NO SENIOR DEBT RATING DEBT TO CAPITALIZATION RATIO

LESS THAN OR EQUAL TO 35%

GREATER THAN 35% BUT LESS THAN OR EQUAL TO 45% 1.00%

GREATER THAN 45% BUT LESS THAN OR EQUAL TO 50% 1.25%

GREATER THAN 50%*

APPLICABLE PERCENTAGE FOR EURODOLLAR LOANS, INDEX RATE SWINGLINE LOANS AND FACILITY LC FEE RATE APPLICABLE PERCENTAGE FOR COMMITMENT FEES

0.875%

1.50%

0.175%

0.20%

0.25%

0.30%

* A Debt-to-Capitalization Ratio greater than 50% would violate Section 7.2(a). 2

In the event the Debt to Capitalization Ratio and the Senior Debt Rating of the Borrower are not at the same level, then the Applicable Percentage shall be at (a) the lower level (i.e., lower pricing) if they are only one level apart and (b) one level lower than the higher level if they are more than one level apart. In the event of a split in ratings between Moody's and S&P, the Senior Debt Rating of the Borrower shall be (a) the higher rating if they are one level apart and (ii) one level lower than the higher rating if they are more than one level apart. The Applicable Percentage shall be determined and adjusted, as necessary, on the date of any change in the Senior Debt Rating of the Borrower or upon receipt of the officer's certificate required by Section 7.1(c) calculating the then Debt to Capitalization Ratio. The parties acknowledge that, as of the date hereof, the Applicable Percentage is at Level II. "Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. "Arranger" means Banc One Capital Markets, Inc., a Delaware corporation, and its successors, in its capacity as Lead Arranger and Sole Book Runner. "Assignment Agreement" has the meaning set forth in Section 11.3(b). "Authorized Officer" means, with respect to any certificate required to be delivered pursuant to this Credit Agreement, the chief financial officer, treasurer or corporate controller of the Borrower or any other person designated in writing by such chief financial officer, treasurer or corporate controller. "Bank One" means Bank One, NA, a national banking association having its principal office in Chicago, Illinois, in its individual capacity, and its successors and assigns. "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time. "Borrower" means Pulte Homes, Inc., a Michigan corporation, together with any successors and permitted assigns. "Business Day" means any day other than a Saturday, a Sunday, a legal holiday or a day on which banking institutions are authorized or required by law or other governmental action to close in Chicago, Illinois; provided that in the case of Eurodollar Loans, such day is also a day on which dealings between banks are carried on in Dollar deposits in the London interbank market. "Capital Expenditures" means all expenditures of the Credit Parties and their Subsidiaries which, in accordance with GAAP, would be classified as capital expenditures, including, without limitation, Capital Leases. 3

"Capital Lease" means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in accordance with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person and the amount of such obligation shall be the capitalized amount thereof determined in accordance with GAAP. "Capital Stock" means (a) in the case of a corporation, all classes of capital stock of such corporation, (b) in the case of a partnership, partnership interests (whether general or limited), (c) in the case of a limited liability company, membership interests and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Capitalization" means, as of any date, (a) Indebtedness of the Credit Parties (other than to the REITs) plus (b) the consolidated net shareholders equity of the Borrower as determined in accordance with GAAP minus (i) Investments described in clause (f) of the definition of Permitted Investments and (ii) Investments described in clause (g) of the definition of Permitted Investments. "Cash Equivalents" means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than 180 days from the date of acquisition, (b) Dollar denominated time and demand deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody's is at least P-2 or the equivalent thereof (any such bank being an "Approved Bank"), in each case with maturities of not more than 180 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody's and maturing within 180 days of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Borrower shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (e) Investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $500,000,000 and the portfolios of which are limited to Investments of the character described in the foregoing subdivisions (a) through (d), and (f) Investments consistent with the Pulte Homes, Inc. Investment Policy as set forth on Schedule 6.21(a). 4

"Change of Control" means the occurrence of any of the following events: (a) there shall be consummated any consolidation, share exchange or merger of the Borrower in which the Borrower is not the continuing or surviving corporation or pursuant to which the Borrower's Voting Stock would be converted into cash, securities or other property, other than, in any case, a merger of the Borrower in which the holders of Voting Stock immediately prior to the merger have the same or greater proportionate ownership, directly or indirectly, of the Voting Stock of the surviving corporation immediately after the merger as they had of the Voting Stock of the Borrower immediately before the merger; (b) there is a report filed by any Person, including Affiliates of the Borrower (other than the Borrower, its Material Subsidiaries, employee stock ownership plans or employee benefit plans of the Borrower or its subsidiaries, or a Permitted Holder) on Schedule 13D or 14D-1 (or any successor schedule, form or report under the Exchange Act) disclosing that such Person (for the purpose of this definition of "Change in Control" only, the term "Person" shall include a "person" within the meaning of Section 13(d)(3) and Section 14 (d)(2) of the Exchange Act or any successor provision to either of the foregoing) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3, Rule 13d-5 or any successor rule or regulation promulgated under the Exchange Act) of 30% or more of the Borrower's Voting Stock; provided, however, that a Person shall not be deemed the beneficial owner of, or to own beneficially (i) any securities tendered pursuant to a tender or exchange offer made on behalf of such Person or any of such Person's Affiliates until such tendered securities are accepted for purchase or exchange thereunder or (ii) any securities if such beneficial ownership (A) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to, and in accordance with, the applicable rules and regulations under the Exchange Act, and (B) is not also then reportable on Schedule 13D (or any successor schedule, form or report) under the Exchange Act; or (c) during any period of two consecutive calendar years, individuals who, at the beginning of such period constituted the board of directors of the Borrower cease for any reason to constitute a majority of the directors of the Borrower then in office unless such new directors were elected by the directors of the Borrower who constituted the board of directors of the Borrower at the beginning of such period. "Closing Date" means the date hereof. "Code" means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended, modified, succeeded or replaced from time to time. References to sections of the Code should be construed also to refer to any successor sections. "Collateral Shortfall Amount" has the meaning set forth in Section 9.2(c). "Commitment" means (a) with respect to each Lender, the Revolving Loan Commitment of such Lender and (b) with respect to the Swingline Lender, the Swingline Loan Commitment. "Commitment and Acceptance" has the meaning set forth in Section 2.1(e)(i). 5

"Commitment Fees" means the fees payable to the Lenders pursuant to Section 3.4(a). "Consolidated Net Tangible Assets" means, as of any date of determination, the sum of (a) Tangible Net Worth and (b) Indebtedness of the Credit Parties. "Credit Documents" means this Credit Agreement, the Notes, each Guaranty, the Intercreditor Agreement, each LC Application and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto. "Credit Parties" means the Borrower and the Guarantors and "Credit Party" means any one of them. "Credit Party Obligations" means, without duplication, all of the obligations of the Credit Parties to the Lenders, any LC Issuer and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any other Credit Document to which any Credit Party is a party. "Debt to Capitalization Ratio" means, as of any date, the ratio of (a) Indebtedness of the Credit Parties (other than to the REITs, provided such REIT has complied with Section 8.1(h)) less (i) 50% of Qualified Subordinated Debt and (ii) all unrestricted cash and Cash Equivalents held by the Credit Parties in excess of $25,000,000 but not to exceed $300,000,000 to (b) Capitalization. "Default" means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default. "Defaulting Lender" means, at any time, any Lender that (a) has failed to make a Loan or purchase a Participation Interest required pursuant to the terms of this Credit Agreement (but only for so long as such Loan is not made or such Participation Interest is not purchased), (b) has failed to pay to the Administrative Agent or any other Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement (but only for so long as such amount has not been paid) or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or with respect to which (or with respect to any assets of which) a receiver, trustee or similar official has been appointed. "Dollars" and "$" mean dollars in lawful currency of the United States of America. "Domestic Subsidiaries" means all direct and indirect Subsidiaries of a Credit Party that are domiciled, incorporated or organized under the laws of any state of the United States or the District of Columbia (or has any material assets located in the United States). "EBITDA" means, for any period, the sum of (a) Net Income of the Credit Parties for such period (excluding the effect of any extraordinary or other non-recurring gains or 6

losses outside of the ordinary course of business) plus (b) an amount which, in the determination of such Net Income for such period has been deducted for (i) interest expense (including previously capitalized interest included in the cost of goods sold) of the Credit Parties for such period, (ii) total Federal, state, foreign or other income taxes of the Borrower for such period and (iii) depreciation and amortization of the Credit Parties for such period, all as determined in accordance with GAAP plus (c) without duplication, Net Income for such period of those Subsidiaries of the Borrower that are not Credit Parties, all as determined in accordance with GAAP. "Effective Date" means the date on which the conditions set forth in Section 5.1 shall have been fulfilled (or waived in the sole discretion of the Lenders). "Eligible Assignee" means (a) any Lender; (b) an Affiliate of a Lender; (c) any Approved Fund; and (d) any other Person approved by the Administrative Agent and the Borrower (such approval not to be unreasonably withheld or delayed); provided that (i) the Borrower's consent is not required during the existence and continuation of an Event of Default, (ii) approval by the Borrower shall be deemed given if no objection is received by the assigning Lender and the Administrative Agent from the Borrower within two Business Days after notice of such proposed assignment has been received by the Borrower; and (iii) neither the Borrower nor an Affiliate of the Borrower shall qualify as an Eligible Assignee. "Environmental Claim" means any investigation, written notice, violation, written demand, written allegation, action, suit, injunction, judgment, order, consent decree, penalty, fine, lien, proceeding, or written claim whether administrative, judicial, or private in nature arising (a) pursuant to, or in connection with, an actual or alleged violation of, any Environmental Law, (b) in connection with any Hazardous Material, (c) from any assessment, abatement, removal, remedial, corrective, or other response action in connection with an Environmental Law or other order of a Governmental Authority or (d) from any actual or alleged damage, injury, threat, or harm to health, safety, natural resources, or the environment. "Environmental Laws" means any current or future legal requirement of any Governmental Authority pertaining to (a) the protection of health, safety, and the indoor or outdoor environment, (b) the conservation, management, or use of natural resources and wildlife, (c) the protection or use of surface water and groundwater or (d) the management, manufacture, possession, presence, use, generation, transportation, treatment, storage, disposal, release, threatened release, abatement, removal, remediation or handling of, or exposure to, any hazardous or toxic substance or material or (e) pollution (including any release to land, surface water and groundwater) and includes, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances 7

Control Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any analogous implementing or successor law, and any amendment, rule, regulation, order, or directive issued thereunder. "Equity Issuance" means any issuance by a Credit Party to any Person of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto, as interpreted by the rules and regulations thereunder, all as the same may be in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections. "ERISA Affiliate" means an entity, whether or not incorporated, which is under common control with any Credit Party or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or is a member of a group which includes any Credit Party or any of its Subsidiaries and which is treated as a single employer under Sections 414(b), (c), (m), or (o) of the Code. "Eurodollar Base Rate" means, with respect to a Eurodollar Loan for the relevant Interest Period, the applicable British Bankers' Association LIBOR rate for deposits in U.S. Dollars as reported by any generally recognized financial information service, selected by the Administrative Agent, as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, and having a maturity equal to such Interest Period, provided that, if no such British Bankers' Association LIBOR rate is available to the Administrative Agent, the applicable Eurodollar Base Rate for the relevant Interest Period shall instead be the rate determined by the Administrative Agent to be the rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of Bank One's Pro Rata Share of the relevant Eurodollar Loan and having a maturity equal to such Interest Period. "Eurodollar Loan" means a Loan bearing interest based on a rate determined by reference to the Eurodollar Rate. "Eurodollar Rate" means, with respect to a Eurodollar Loan for the relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the Applicable Percentage. 8

"Event of Default" means any of the events or circumstances specified in Section 9.1. "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as amended, modified, succeeded or replaced from time to time. "Existing Credit Agreement" means that certain Credit Agreement, dated as of August 31, 2000, by and among the Borrower, certain guarantors (as defined therein), Bank of America, N.A., as administrative agent, Bank One, as syndication agent, Comerica Bank, as co-agent, and the lenders party thereto, as the same has been amended, restated or otherwise modified from time to time. "Existing Letters of Credit" means those Letters of Credit listed on Schedule 1.1(b) hereto issued prior to the date hereof by the Lenders identified therein for the account of the Borrower. "Extending Lender" has the meaning set forth in Section 2.5(a). "Extension of Credit" means, as to any Lender or LC Issuer, the making of a Loan by such Lender (or a participation therein by a Lender), including a Swingline Loan by the Swingline Lender, or the issuance of a Facility LC by such LC Issuer or a Modification that constitutes an increase of a Facility LC by such LC Issuer. "Extension Required Lenders" has the meaning set forth in Section 2.5(a). "Facility Increase" has the meaning set forth in Section 2.1(e)(i). "Facility LC" has the meaning set forth in Section 4.1. "Facility LC Application" has the meaning set forth in Section 4.3. "Facility LC Collateral Account" has the meaning set forth in Section 4.11. "Facility LC Fee" has the meaning set forth in Section 4.4(a). "Facility LC Fee Rate" means a rate per annum equal to the Applicable Percentage with respect to Eurodollar Loans in effect from time to time during the term of any Facility LC. "Facility LC Request" has the meaning set forth in Section 4.3. "Federal Funds Effective Rate" means, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately 9

preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent in its sole discretion. "Fee Letter" means that certain letter agreement dated as of August 4, 2003 among the Borrower, the Arranger and the Administrative Agent. "Floating Rate" means, for any day, a rate per annum equal to the Alternate Base Rate for such day, in each case changing when and as the Alternate Base Rate changes. "Floating Rate Loan" means any Loan bearing interest at a rate determined by reference to the Floating Rate. "Fronting Fee" has the meaning set forth in Section 4.4(b). "Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. "GAAP" means generally accepted accounting principles in the United States applied on a consistent basis and subject to Section 1.3. "Governmental Authority" means any Federal, state, local, provincial or foreign court or governmental agency, authority, instrumentality or regulatory body. "Guarantor" means each REIT, each of the Material Subsidiaries of the Borrower and each Additional Credit Party which has executed a Guaranty, including any Supplemental Guaranty, hereunder, together with their successors and assigns. "Guaranty" means the guaranty, in substantially the form of Exhibit 1.1 hereto, executed by the REITs and the Material Subsidiaries of the Borrower in favor of the Administrative Agent, for the benefit of the Lenders, as any such guaranty may be amended, restated, supplemented or otherwise modified from time to time, including by any Supplemental Guaranty executed by a Guarantor after the Closing Date. "Guaranty Obligations" means, with respect to any Person, without duplication, any obligations (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intending to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (a) to purchase any such Indebtedness or other obligation or any property constituting security therefor, (b) to advance or provide funds or other support for the payment or purchase of such Indebtedness or obligation or to maintain working capital, solvency or other balance sheet condition of such other Person (including, without limitation, maintenance agreements, comfort letters, 10

take or pay arrangements, put agreements or similar agreements or arrangements) for the benefit of the holder of Indebtedness of such other Person, (c) to lease or purchase property, securities or services primarily for the purpose of assuring the owner of such Indebtedness against loss in respect thereof or (d) to otherwise assure or hold harmless the owner of such Indebtedness or obligation against loss in respect thereof; provided, that a guaranty of Non-Recourse Land Financing shall not be deemed to be a Guaranty Obligation until, and only to the extent that, such Non-Recourse Land Financing ceases to be Non-Recourse Land Financing. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. "Hazardous Materials" means any substance, material or waste defined in or regulated under any Environmental Laws. "Hedging Agreements" means any interest rate protection agreements, foreign currency exchange agreements, commodity futures agreements or other interest or exchange rate hedging agreements. "Indebtedness" of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations, other than intercompany items, of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person which would appear as liabilities on a balance sheet of such Person, (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty Obligations of such Person, (g) the principal portion of all obligations of such Person under (i) Capital Leases and (ii) any synthetic lease, tax retention operating lease, offbalance sheet loan or similar off-balance sheet financing product of such Person where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP, (h) all net obligations of such Person in respect of Hedging Agreements, (i) all preferred stock issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due by a fixed date, (j) the aggregate amount of uncollected accounts receivable of such Person subject at such time to a sale of receivables (or similar transaction) regardless of whether such transaction is effected without recourse to such Person or in a manner that would not be reflected on the balance sheet of such Person in accordance with GAAP, (k) obligations of such Person to reimburse the issuer of a Letter of Credit for amounts that have been paid by such issuer in respect of drawings thereunder, (l) 11

current liabilities of such Person for unfunded vested pensions, (m) all obligations of such Person to repurchase any securities which repurchase obligation is related to the issuance thereof, including, without limitation, obligations commonly known as residual equity appreciation potential shares. The Indebtedness of any Person shall include the Indebtedness of any partnership or unincorporated joint venture in which such Person is legally obligated. "Index Rate Swingline Loan" means a Swingline Loan bearing interest at the Adjusted LIBOR Market Index Rate. "Intellectual Property" has the meaning set forth in Section 6.19. "Intercreditor Agreement" means an Intercreditor and Subordination Agreement among the Administrative Agent, on behalf of the Lenders, certain other creditors, and Asset Seven Corp., Pulte Realty Corporation and any other REITs, as subordinated creditors, substantially in form of Exhibit 1.2. "Interest Coverage Ratio" means, as of the end of each fiscal quarter of the Borrower for the twelve month period ending on such date, the ratio of (a) EBITDA for the applicable period to (b) interest incurred by the Credit Parties, whether such interest was expensed, capitalized, paid, accrued or scheduled to be paid or accrued. "Interest Payment Date" means (a) as to Floating Rate Loans, the last day of each calendar month and the Maturity Date and (b) as to Eurodollar Loans, the last day of each applicable Interest Period and the Maturity Date and in addition, where the applicable Interest Period for a Eurodollar Loan is greater than three months, then also the date three months from the beginning of the Interest Period and each three months thereafter. "Interest Period" means, (a) with respect to Eurodollar Loans, a period of one, two, three or six months' duration, as the Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions thereof) and (b) with respect to Index Rate Swingline Loans, a period beginning on the date of advance and ending on the date specified in the applicable Swingline Loan Request, which shall be between one and seven Business Days in duration; provided, however, that (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, such Interest Period shall end on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date, and (iii) with respect to Eurodollar Loans, where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month. "Investment" in any Person means (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets (other than assets acquired in the ordinary course of business), shares of Capital Stock, bonds, notes, 12

debentures, joint venture, partnership or other ownership interests or other securities of such other Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation incurred for the benefit of such Person and any support provided for a Letter of Credit issued on behalf of such Person. "Issuance Date" means, with respect to a Facility LC, the date on which such Facility LC is issued. "LC Issuer" means each of Bank One and such other Lender selected by the Borrower with the approval of the Administrative Agent (which approval shall not be unreasonably withheld), to issue such Facility LC, provided such other Lender consents to act in such capacity. "LC Obligations" means, at any time, the sum, without duplication, of (i) the aggregate undrawn stated amount under all Facility LCs outstanding at such time plus (ii) the aggregate unpaid amount at such time of all Reimbursement Obligations. "LC Payment Date" has the meaning set forth in Section 4.5. "Lender" means any of the Persons identified as a "Lender" on the signature pages hereto, and any Eligible Assignee which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors and permitted assigns. "Lending Installation" means, with respect to a Lender or the Administrative Agent, any office, branch, subsidiary or affiliate of such Lender or the Administrative Agent. "Letter of Credit" of a Person means a letter of credit or similar instrument which is issued upon the application of such Person or upon which such Person is an account party or for which such Person is in any way liable. "LIBOR Market Index Rate" means, for any day with respect to an Index Rate Swingline Loan, the applicable British Bankers' Association week LIBOR rate for deposits in U.S. Dollars having a maturity of one week as reported by any generally recognized financial information service as of 11:00 a.m. (London time) on such day, provided that, if no such British Bankers' Association LIBOR rate is available to the Administrative Agent, the applicable LIBOR Market Index Rate shall instead be the rate determined by the Administrative Agent to be the rate at which Bank One or one of its Affiliate banks offers to place deposits in U.S. Dollars with first-class banks in the London interbank market at approximately 11:00 a.m. (London time) on such day, in the approximate amount of the applicable Index Rate Swingline Loan and having a maturity of one week. 13

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind, including, without limitation, any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof. "Loan" or "Loans" means the Revolving Loans and the Swingline Loans (or a portion of any Revolving Loan or Swingline Loan), individually or collectively, as appropriate. "Material Adverse Effect" means a material adverse effect on (a) the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Credit Parties taken as a whole, (b) the ability of the Credit Parties taken as a whole to perform their obligations under this Credit Agreement or any of the other Credit Documents, or (c) the validity or enforceability of this Credit Agreement, any of the other Credit Documents, or the rights and remedies of the Lenders hereunder or thereunder taken as a whole. "Material Subsidiary" means any Domestic Subsidiary of the Borrower, now owned or hereafter acquired, that has assets with a fair market value of $10,000,000 or greater other than as set forth in clauses (a), (b), (c) and (d) below; provided that in no event may there exist Domestic Subsidiaries of the Borrower (other than the Excluded Subsidiaries) that have assets, in the aggregate, with a fair market value in excess of $50,000,000 that are not Guarantors hereunder. For purposes of this definition, the following Subsidiaries (collectively, the "Excluded Subsidiaries") shall not be considered Material Subsidiaries: (a) Pulte Mortgage LLC; (b) First Heights Bank; (c) North American Builders Indemnity Company; (d) Subsidiaries the investment in which was made as permitted by clause (f) of the definition of Permitted Investments; (e) any Subsidiary formed for the specific purpose of (i) acquiring mortgages or other assets from a Credit Party, for cash or Cash Equivalents and at a value which is comparable to that which would be obtained for such assets on an arm's length transaction and (ii) entering into a securitization program (or similar transaction or series of transactions) with respect to the acquired assets; provided that the sole recourse of such Subsidiary's creditors is the assets of such Subsidiary or another Person that is not a Credit Party; and (f) a Domestic Subsidiary whose sole asset is the ownership of a foreign entity or assets of a foreign entity; provided that the investment in any such Subsidiary subsequent to the Closing Date must be a Permitted Investment. "Maturity Date" means September 30, 2008, as such date may be extended in accordance with the terms of Section 2.5 (other than with respect to the Commitments and Loans of any Refusing Lender, in which case the applicable Maturity Date for such Commitments and Loans shall be the RL Maturity Date). "Modify" and "Modification" are defined in Section 4.1. 14

"Moody's" means Moody's Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities. "Mortgage Banking Subsidiaries" means Pulte Mortgage LLC and any other Subsidiary of the Borrower engaged primarily in the mortgage banking business. "Multiemployer Plan" means a Plan covered by Title IV of ERISA which is a multiemployer plan as defined in Section 3(37) or 4001(a)(3) of ERISA. "Multiple Employer Plan" means a Plan covered by Title IV of ERISA, other than a Multiemployer Plan, with respect to which any Credit Party or any of its Subsidiaries or any ERISA Affiliate and at least one employer other than a Credit Party or any of its Subsidiaries or any ERISA Affiliate are contributing sponsors. "Net Income" means, with respect to any Person for any period, the net income after taxes of such Person for such period, as determined in accordance with GAAP. "New Lender" means a Lender or an Eligible Assignee, in each case approved by the Borrower and the Administrative Agent, that agrees to become a Lender, or to increase its Commitment, pursuant to Section 2.1 (e). "Non-Excluded Taxes" has the meaning set forth in Section 3.13(a). "Non-Recourse Land Financing" means any Indebtedness of any Credit Party for which the owner of such Indebtedness has no recourse, directly or indirectly, to a Credit Party for the principal of, premium, if any, and interest on such Indebtedness, and for which a Credit Party is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other security interests or other recourse obligations or liabilities in respect of specific land or other real property interests of a Credit Party; provided that recourse obligations or liabilities of a Credit Party solely for indemnities, covenants or breach of warranty, representation or covenant in respect of any Indebtedness will not prevent Indebtedness from being classified as Non-Recourse Land Financing. "Non-U.S. Lender" has the meaning set forth in Section 3.13(b)(i). "Note" or "Notes" means the Revolving Notes and the Swingline Note, individually or collectively, as appropriate. "Notice of Borrowing" means a request by the Borrower for a Revolving Loan delivered pursuant to and in accordance with Section 2.1(b). "Notice of Continuation/Conversion" means a request by the Borrower to continue an existing Eurodollar Loan for a new Interest Period or to convert a Eurodollar Loan to a Floating Rate Loan (other than a Swingline Loan) or a Floating Rate Loan (other than a 15

Swingline Loan) to a Eurodollar Loan delivered pursuant to and in accordance with Section 2.3. "Participation Interest" means the Extension of Credit by a Lender by way of a purchase of a participation in any Loans as provided in Section 2.2 or Section 3.8. "PBGC" means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA and any successor thereto. "Permitted Holder" means (i) William J. Pulte, (ii) any of his Affiliates, parents, spouse, descendants and spouses of descendants or (iii) any trusts or other entities controlled by Mr. Pulte and his respective estates, heirs, administrators or personal representatives. "Permitted Investments" means Investments which are (a) cash or Cash Equivalents, (b) accounts receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, (c) inventory, raw materials and general intangibles acquired in the ordinary course of business, (d) Investments by a Credit Party in another Credit Party, (e) loans to directors, officers, employees, agents, customers or suppliers in the ordinary course of business, including the financing to purchasers of homes and other residential properties from a Credit Party, not to exceed, in the aggregate, $10,000,000 at any one time, (f) Investments in international home building and related ventures not to exceed $150,000,000 during the term of this Credit Agreement, (g) Investments in Mortgage Banking Subsidiaries in an amount not to exceed at any one time the sum of (i) $130,000,000 plus (ii) amounts (net of applicable taxes) received by the Credit Parties from any Mortgage Banking Subsidiaries, as a dividend, subsequent to the Closing Date, (h) acquisitions of mortgages from any Mortgage Banking Subsidiaries at market or better than market terms for similar types of loans, (i) Investments in Capital Expenditures, or (j) other Investments (in addition to those set forth above) not to exceed, in the aggregate, $200,000,000 at any one time. "Permitted Liens" means (a) Liens securing Credit Party Obligations; (b) Liens for taxes not yet due or Liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); (c) Liens in respect of property imposed by law arising in the ordinary course of business such as materialmen's, mechanics', warehousemen's, carrier's, landlords' and other nonconsensual statutory Liens which are not yet due and payable or which are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof); (d) pledges or deposits made in the ordinary course of business to secure payment of worker's compensation insurance, unemployment insurance, pensions or social security programs; (e) Liens arising from good faith deposits in connection with or to secure performance of tenders, bids, leases, government contracts, performance and return-of16

money bonds and other similar obligations incurred in the ordinary course of business (other than obligations in respect of the payment of borrowed money); (f) Liens arising from good faith deposits in connection with or to secure performance of statutory obligations and surety and appeal bonds; (g) easements, rights-of-way, restrictions (including zoning restrictions), matters of plat, minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended purposes; (h) judgment Liens that would not constitute an Event of Default; (i) Liens in connection with Capital Leases and Liens securing Indebtedness permitted by Section 8.1(g) and (i); (j) Liens arising by virtue of any statutory or common law provision relating to banker's liens, rights of setoff or similar rights as to deposit accounts or other funds maintained with a creditor depository institution; (k) Liens existing on the Closing Date and identified on Schedule 1.1(b); (l) mortgage Liens granted to secure Indebtedness of a Credit Party to a REIT that is permitted under Section 8.1(h), so long as such mortgage Liens are unrecorded and unperfected; and (m) Liens granted to secure any Indebtedness permitted by Section 8.1(b); provided that (i) no such Lien shall extend to any property other than the property subject thereto on the Closing Date and (ii) the principal amount of the Indebtedness secured by such Liens shall not be increased from that existing as of the Closing Date (as such Indebtedness has been amortized subsequent to the Closing Date). "Person" means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated), or any Governmental Authority. "Plan" means any employee benefit plan (as defined in Section 3(3) of ERISA) which is covered by ERISA and with respect to which any Credit Party or any of its Subsidiaries or any ERISA Affiliate is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" within the meaning of Section 3(5) of ERISA. "Prime Rate" means the rate per annum equal to the prime rate of interest announced by Bank One from time to time as its "prime rate" (it being acknowledged that such announced prime rate may not necessarily be the lowest rate charged by Bank One to any of its customers), changing when and as said prime rate changes. "Pro Rata Share" means, as to any Lender at any time, the ratio of (a) such Lender's Revolving Loan Commitment to (b) the Revolving Committed Amount, as such percentage may be increased, reduced or modified at any time or from time to time pursuant to the terms hereof. The Pro Rata Share for each Lender on the Closing Date shall be as set forth on Schedule 1.1(a). "Qualified Subordinated Debt" means Subordinated Debt issued by the Credit Parties, which (i) matures on or after the Maturity Date (and reduced, for purposes of this definition, by any principal amortization payments of such Subordinated Debt payable prior to the Maturity Date) and (ii) is in an aggregate amount not to exceed $300,000,000. 17

"Real Properties" means such real properties as the Credit Parties may own or lease (as lessee or sublessee) from third parties from time to time. "Refusing Lender" has the meaning set forth in Section 2.5(a). "Register" has the meaning set forth in Section 11.3(c). "Regulation A, D, O, T, U, or X" means Regulation A, D, O, T, U or X, respectively, of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof. "Reimbursement Obligations" means, at any time, the aggregate of all obligations of the Borrower then outstanding under Section 4 to reimburse the LC Issuers for amounts paid by the LC Issuers in respect of any one or more drawings under Facility LCs. "REIT" means Asset Seven Corp., Pulte Realty Corporation and any other Subsidiary of the Borrower that properly elects to be taxed as a real estate investment trust under Section 856(c) of the Code. "Reportable Event" means a "reportable event" as defined in Section 4043 of ERISA with respect to which the notice requirements to the PBGC have not been waived. "Required Lenders" means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes at least 66-2/3% of the Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at such time. For purposes of the preceding sentence, the term "Credit Exposure" as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the Pro Rata Share of such Lender multiplied by the Revolving Committed Amount and (b) at any time after the termination of the Commitments, the sum of (i) the principal balance of the outstanding Loans of such Lender plus (ii) such Lender's Participation Interests in the face amount of the outstanding Swingline Loans plus (iii) such Lender's Pro Rata Share of the LC Obligations. "Requirement of Law" means, as to any Person, the articles or certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or final, nonappealable determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its material property is subject. "Reserve Requirement" means, with respect to a Eurodollar Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D on Eurocurrency liabilities. 18

"Revolving Committed Amount" means the aggregate of the Revolving Loan Commitments of all Lenders, as such amount may be increased, reduced or modified at any time or from time to time pursuant to the terms hereof. The Revolving Committed Amount on the Closing Date shall be EIGHT HUNDRED FIFTY MILLION DOLLARS ($850,000,000). "Revolving Loan Commitment" means, as to any Lender, the obligation of such Lender to make Revolving Loans hereunder, to participate in the Facility LCs issued hereunder and to participate in Swingline Loans made by the Swingline Lender (to the extent provided for herein), all for the account of the Borrower in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender's name on Schedule 1.1(a) hereto, as such amount may be increased, reduced or modified at any time or from time to time pursuant to the terms hereof. "Revolving Loans" means the Revolving Loans made to the Borrower by the Lenders pursuant to Section 2.1. "Revolving Note" or "Revolving Notes" means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1, individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time and as evidenced in the form of Exhibit 2.1(f). "RL Maturity Date" has the meaning set forth in Section 2.5(a). "S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, or any successor or assignee of the business of such division in the business of rating securities. "Sale and Leaseback Transaction" means a sale or transfer made by a Credit Party (except a sale or transfer made from one Credit Party to another Credit Party) of any property which is either (a) a manufacturing plant, warehouse, office building or model home whose book value constitutes 1% or more of Consolidated Net Tangible Assets as of the date of determination or (b) any property which is not a manufacturing plant, warehouse, office building or model home whose book value constitutes 5% or more of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the intention of leasing, or as part of an arrangement involving the lease of, such property to the Borrower or a Material Subsidiary. "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Senior Debt Rating" means, at any date, the rating of the Borrower's long-term unsecured debt by Moody's or S&P. If at any time neither Moody's nor S&P issues a rating of the Borrower's long-term unsecured debt, no Senior Debt Rating shall exist. 19

"Single Employer Plan" means any Plan which is covered by Title IV of ERISA, but which is not a Multiemployer Plan. "Solvent" means, with respect to each Credit Party as of a particular date, that on such date (a) such Credit Party is able to pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (b) such Credit Party does not intend to, and does not believe that it will, incur debts or liabilities beyond such Credit Party's ability to pay as such debts and liabilities mature in their ordinary course, (c) such Credit Party is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Credit Party's assets would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Credit Party is engaged or is to engage, (d) the fair value of the assets of such Credit Party is greater than the total amount of liabilities (excluding (i) letters of credit and surety bonds issued in the normal course of business in connection with such Credit Party's development activities and (ii) intercompany indebtedness owed to other Credit Parties), including, without limitation, contingent liabilities of such Credit Party and (e) the present fair saleable value of the assets of such Credit Party is not less than the amount that will be required to pay the probable liability of such Credit Party on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. "Subordinated Debt" means any Indebtedness incurred by a Credit Party that is subordinated in full to the Credit Party Obligations on subordination terms acceptable to the Administrative Agent. "Subsidiary" means, as to any Person, (a) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time, any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (b) any partnership, association, joint venture, limited liability company or other entity in which such person directly or indirectly through Subsidiaries has more than a 50% equity interest at any time. "Supplemental Guaranty" means any Supplemental Guaranty (in the form of Exhibit A to the form of Guaranty attached hereto as Exhibit 1.1) executed and delivered by a REIT or a Material Subsidiary of the Borrower after the Closing Date. "Swingline Committed Amount" means Fifty Million Dollars ($50,000,000). "Swingline Lender" means Bank One. 20

"Swingline Loan Commitment" means, with respect to the Swingline Lender, the commitment of the Swingline Lender to make Swingline Loans available to the Borrower in the principal amount of up to the Swingline Committed Amount. "Swingline Loan Request" means a request by the Borrower for a Swingline Loan pursuant to and in accordance with Section 2.2(b). "Swingline Loans" means the loans made by the Swingline Lender pursuant to Section 2.2. "Swingline Note" means the promissory note of the Borrower in favor of the Swingline Lender evidencing the Swingline Loans provided pursuant to Section 2.2, as such promissory note may be amended, modified, supplemented, extended, renewed or replaced from time to time in and as evidenced by the form of Exhibit 2.2 (e). "Tangible Net Worth" means, as of any date, shareholders' equity or net worth of the Borrower, as determined in accordance with GAAP minus (i) intangibles (as determined in accordance with GAAP) and (ii) Investments described in clause (f) of the definition of Permitted Investments. "Termination Event" means (a) with respect to any Plan, the occurrence of a Reportable Event or the substantial cessation of operations (within the meaning of Section 4062(e) of ERISA); (b) the withdrawal of any Credit Party or any of its Subsidiaries or any ERISA Affiliate from a Multiple Employer Plan during a plan year in which it was a substantial employer (as such term is defined in Section 4001(a)(2) of ERISA), or the termination of a Multiple Employer Plan; (c) the distribution of a notice of intent to terminate or the actual termination of a Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the institution of proceedings to terminate or the actual termination of a Plan by the PBGC under Section 4042 of ERISA; (e) any event or condition which might reasonably constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (f) the complete or partial withdrawal of any Credit Party or any of its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan; or (g) the adoption of an amendment to any Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA. "Unused Revolving Committed Amount" means, for any period beginning on or after the Closing Date and ending on or before the Maturity Date, the daily average for such period of the amount by which (a) the Revolving Committed Amount exceeds (b) the sum of the aggregate principal amount of all Revolving Loans outstanding plus the aggregate amount of all Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding. "Upfront Fees" means the fees payable to the Lenders pursuant to Section 3.4(d). 21

"Voting Stock" of a corporation means all classes of the Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors. 1.2 COMPUTATION OF TIME PERIODS AND OTHER DEFINITIONAL PROVISIONS. For purposes of computation of periods of time hereunder, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding." References in this Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits of or to this Agreement unless otherwise specifically provided. 1.3 ACCOUNTING TERMS. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lenders hereunder shall be prepared, in accordance with GAAP applied on a consistent basis. All calculations made for the purposes of determining compliance with this Credit Agreement shall (except as otherwise expressly provided herein) be made by application of GAAP applied on a basis consistent with the most recent annual or quarterly financial statements delivered pursuant to Section 7.1 (or, prior to the delivery of the first financial statements pursuant to Section 7.1, consistent with the financial statements described in Section 5.1(d)); provided, however, if (a) the Borrower shall object to determining such compliance on such basis at the time of delivery of such financial statements due to any change in GAAP or the rules promulgated with respect thereto or (b) the Administrative Agent or the Required Lenders shall so object in writing within 30 days after delivery of such financial statements, then such calculations shall be made on a basis consistent with GAAP as in effect as of the date of the most recent financial statements delivered by the Borrower to the Lenders to which no such objection shall have been made. 1.4 TIME. All references to time herein shall be references to Central Standard Time or Central Daylight Savings Time, as the case may be, unless specified otherwise. SECTION 2 CREDIT FACILITIES 2.1 REVOLVING LOANS. (a) Revolving Loan Commitment. (i) Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each a "Revolving Loan" and collectively the "Revolving Loans") to the Borrower, in Dollars, at any time and from time to time, during the period from and including the Effective Date to but 22

not including the Maturity Date (or such earlier date if the Revolving Committed Amount has been terminated as provided herein); provided, however, that (A) the sum of the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding shall not exceed the Revolving Committed Amount and (B) with respect to each individual Lender (other than the Swingline Lender), the Lender's Pro Rata Share of outstanding Revolving Loans plus such Lender's Pro Rata Share of outstanding Swingline Loans plus such Lender's Pro Rata Share of outstanding LC Obligations shall not exceed such Lender's Commitment. Subject to the terms of this Credit Agreement (including Section 3.3), the Borrower may borrow, repay and reborrow Revolving Loans. (ii) Subject to the terms and conditions set forth herein, each Lender severally agrees to participate in Facility LCs issued pursuant to Section 4 for the account of the Borrower; provided that in no event may the aggregate amount of all outstanding LC Obligations exceed the lesser of (A) the Aggregate LC Commitment or (B) an amount equal to the Revolving Committed Amount minus the sum of all outstanding Loans. (b) Method of Borrowing for Revolving Loans. By no later than 11:00 a.m. (i) on the date of the requested borrowing of Revolving Loans that will be Floating Rate Loans or (ii) three Business Days prior to the date of the requested borrowing of Revolving Loans that will be Eurodollar Loans, the Borrower shall telephone the Administrative Agent with the information described below as well as submit a written Notice of Borrowing (which may be submitted via telecopy) to the Administrative Agent setting forth (A) the amount requested, (B) whether such Revolving Loans shall accrue interest at the Floating Rate or the Eurodollar Rate, (C) with respect to Revolving Loans that will be Eurodollar Loans, the Interest Period applicable thereto and (D) certification that the Borrower has complied in all respects with Section 5.2 and, to the extent that the Revolving Loan requested is the initial Extension of Credit, Section 5.1. Revolving Loans made on the Effective Date may be Floating Rate Loans or, subject to compliance by the Borrower with the terms of this Section 2.1(b) and delivery by the Borrower to the Administrative Agent of a funding indemnity letter in form and substance satisfactory to the Administrative Agent, Eurodollar Loans or a combination thereof. (c) Funding of Revolving Loans. Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender shall make its Pro Rata Share of the requested Revolving Loans available to the Administrative Agent by 2:00 p.m. on the date specified in the Notice of Borrowing by deposit, in Dollars, of immediately available funds at its address specified in or pursuant to Section 11.1. No Lender shall be responsible for the failure or delay by any other Lender in its obligation to make Revolving Loans hereunder; provided, however, that the failure of any Lender to fulfill its obligations hereunder shall not relieve any other Lender of its 23

obligations hereunder. Unless the Administrative Agent shall have been notified by any Lender prior to the date of any such Revolving Loan that such Lender does not intend to make available to the Administrative Agent its portion of the Revolving Loans to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on the date of such Revolving Loans, and the Administrative Agent in reliance upon such assumption, may (in its sole discretion but without any obligation to do so) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Revolving Loan pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. (d) Reductions of Revolving Committed Amount. (i) Upon at least three Business Days' notice, the Borrower shall have the right to permanently reduce, without premium or penalty, all or part of the aggregate unused amount of the Revolving Committed Amount at any time or from time to time; provided that (A) each partial reduction shall be in an aggregate amount at least equal to $5,000,000 and in integral multiples of $1,000,000 above such amount and (B) no reduction shall be made which would reduce the Revolving Committed Amount to an amount less than the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding. (ii) Any reduction in (or termination of) the Revolving Committed Amount may not be reinstated without the consent of all the Lenders; provided, however, the Borrower shall still be entitled to increase the Revolving Committed Amount in accordance with the terms of Section 2.1(e). The Administrative Agent shall immediately notify the Lenders of any reduction in the Revolving Committed Amount. (e) Increase of Revolving Committed Amount. (i) Request for Increase. The Borrower may, at any time and from time to time, request, by notice to the Administrative Agent, the Administrative Agent's approval of an increase of the Revolving Committed Amount ("Facility Increase"), within the limitations hereafter described, which request shall set forth 24

the amount of each such requested Facility Increase. The Administrative Agent's approval of such request shall not be unreasonably withheld. Within twenty (20) days of such request, the Administrative Agent shall advise the Borrower of its approval or disapproval of such request; failure to so advise the Borrower shall constitute approval. If the Administrative Agent approves any such Facility Increase, then the Revolving Committed Amount may be so increased (up to the amount of such approved Facility Increase, in the aggregate) by having one or more New Lenders increase the amount of their then existing Revolving Loan Commitments or become Lenders with a new Revolving Loan Commitment hereunder, subject to and in accordance with the provisions of this Section 2.1(e). Any Facility Increase shall be subject to the following limitations and conditions: (A) any increase (in the aggregate) in the Revolving Committed Amount and the amount (in the aggregate) of any new Revolving Loan Commitment of any New Lender or the amount (in the aggregate) of any increase in the Revolving Loan Commitment of any New Lender, shall (unless otherwise agreed by the Borrower and the Administrative Agent) not be less than $5,000,000 (and shall be in integral multiples of $1,000,000 if in excess thereof); (B) no Facility Increase shall increase the Revolving Committed Amount to an amount in excess of the Aggregate Commitment Limit; (C) the Borrower and each New Lender shall have executed and delivered a commitment and acceptance (the "Commitment and Acceptance") substantially in the form of Exhibit 2.1(e) hereto, and the Administrative Agent shall have accepted and executed the same; (D) the Borrower shall have executed and delivered to the Administrative Agent such Revolving Notes as the Administrative Agent shall require to effect such Facility Increase; (E) the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions delivered pursuant to Section 5.1(c), modified to apply to the Facility Increase and each Revolving Note and Commitment and Acceptance executed and delivered in connection therewith); (F) the Guarantors shall in writing have consented to the Facility Increase and have agreed that their Guaranties continue in full force and effect, and (G) the Borrower and each New Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase. The form and substance of the documents required under clauses (A) through (G) above shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall provide written notice to all of the Lenders hereunder of any Facility Increase. (ii) Loans by New Lenders. Upon the effective date of any increase in the Revolving Committed Amount pursuant to the provisions hereof, which effective date shall be mutually agreed upon by the Borrower, each New Lender and the Administrative Agent, the Borrower shall repay all outstanding Floating Rate Loans and reborrow a Floating Rate Loan in a like amount from the Lenders (including the New Lenders), but such New Lenders shall not participate in any then outstanding Eurodollar Loan. If the Borrower shall at any time on or after 25

such effective date convert or continue any Eurodollar Loan that was outstanding on such effective date, the Borrower shall be deemed to repay such Eurodollar Loan on the date of the conversion or continuation thereof and then to reborrow as a new Revolving Loan a like amount on such date so that each New Lender shall advance on such date the amount of its Pro Rata Share of such Revolving Loan. Such New Lender shall make its Pro Rata Share of all Revolving Loans made on or after such effective date and shall otherwise have all of the rights and obligations of a Lender hereunder on and after such effective date. To the extent any Eurodollar Loan is converted or continued after the effective date of an increase in the Revolving Committed Amount and prior to the date on which such New Lender holds its Pro Rata Share of all Revolving Loans, the amount funded by such New Lender as its Pro Rata Share of such converted or continued Loan shall be paid ratably to the other Lenders such that all Lenders (including the New Lender) hold their Pro Rata Share of such converted or continued Loan. Notwithstanding the foregoing, upon the occurrence of an Event of Default prior to the date on which such New Lender is holding its Pro Rata Share of all outstanding Revolving Loans, such New Lender shall immediately (but not prior to such effective date) pay to the Administrative Agent (for the account of the other Lenders, to which the Administrative Agent shall pay their ratable shares thereof upon receipt) a sum equal to such New Lender's Pro Rata Share of each outstanding Eurodollar Loan with respect to which such New Lender does not then hold an interest; such payment by such New Lender shall constitute a Floating Rate Loan by such New Lender hereunder. (iii) New Lenders' Participation in Facility LCs. Upon the effective date of any increase in the Revolving Committed Amount in accordance with the provisions of Section 2.1(e)(ii), each New Lender shall also be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Lenders party to this Agreement immediately prior to the effective date of such increase, an undivided interest and participation in all Facility LCs and Reimbursement Obligations (if any) then outstanding, ratably, such that each Lender (including each New Lender) holds a participation interest in each Facility LC and all Reimbursement Obligations (if any) in proportion to the ratio that such Lender's Commitment (upon the effective date of such increase in the Revolving Committed Amount) bears to the Revolving Committed Amount as so increased. (iv) No Obligation to Increase Commitment. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of the Borrower or the Administrative Agent to give or grant any Lender the right to increase any Commitment hereunder at any time or a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time, and no Commitment of a Lender shall be increased without its prior written approval. 26

(f) Revolving Notes. The Revolving Loans made by each Lender shall be evidenced by a duly executed promissory note of the Borrower to such Lender in an original principal amount equal to such Lender's Revolving Loan Commitment and in substantially the form of Exhibit 2.1(f). 2.2 SWINGLINE LOANS SUBFACILITY. (a) Swingline Loans. The Swingline Lender hereby agrees, on the terms and subject to the conditions set forth herein and in the other Credit Documents, to make revolving loans to the Borrower, in Dollars, at any time and from time to time during the period from and including the Effective Date to but not including the Maturity Date (each such loan, a "Swingline Loan" and collectively, the "Swingline Loans"); provided that (i) the aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Committed Amount, and (ii) the aggregate amount of Swingline Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of LC Obligations outstanding shall not exceed the Revolving Committed Amount. Prior to the Maturity Date, Swingline Loans may be repaid and reborrowed by the Borrower in accordance with the provisions hereof. (b) Method of Borrowing and Funding Swingline Loans. By no later than 1:00 p.m. on the date of the requested borrowing of Swingline Loans, the Borrower shall provide telephonic notice to the Swingline Lender, followed promptly by a written Swingline Loan Request (which may be submitted via telecopy), each of such telephonic notice and such written Swingline Loan Request setting forth (i) the amount of the requested Swingline Loan (which shall not be less than $100,000 and in integral multiples of $50,000 in excess thereof), (ii) the date of the requested Swingline Loan, (iii) certification that the Borrower has complied in all respects with Section 5.2 and, to the extent that the Swingline Loan requested is the initial Extension of Credit, Section 5.1 and (iv) whether such Swingline Loan is to be a Floating Rate Loan or an Index Rate Swingline Loan and, if such Swingline Loan is to be an Index Rate Swingline Loan, the applicable Interest Period. If the Borrower has requested an Index Rate Swingline Loan, the Swingline Lender shall provide to the Borrower no later than 1:30 p.m. on the date of such request the Adjusted LIBOR Market Index Rate. The Borrower shall notify the Swingline Lender by 2:00 p.m. on such date whether it wishes to accept the Adjusted LIBOR Market Index Rate. Failure of the Borrower to timely accept the Adjusted LIBOR Market Index Rate shall make the Adjusted LIBOR Market Index Rate and the corresponding Index Rate Swingline Loan void. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan advance to the Borrower by 3:00 p.m. on the Business Day of the requested borrowing. (c) Repayment and Participations of Swingline Loans. The Borrower agrees to repay all Swingline Loans that are Floating Rate Loans within one Business Day of demand therefor by the Swingline Lender and all Swingline Loans that are Index Rate Swingline Loans at the end of the applicable Interest Period; provided that each Swingline Loan shall be repaid within seven Business Days from the date of advance. 27

Each repayment of a Swingline Loan may be accomplished by requesting Revolving Loans, which request is not subject to the conditions set forth in Section 5.2. In the event that the Borrower shall fail to timely repay any Swingline Loan, and in any event upon (i) the request of the Swingline Lender, (ii) the occurrence of an Event of Default described in Section 9.1(f) or (iii) the acceleration of any Loan or termination of any Commitment pursuant to Section 9.2, each other Lender shall irrevocably and unconditionally purchase from the Swingline Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in an amount equal to such other Lender's Pro Rata Share thereof, by directly purchasing a participation in such Swingline Loan in such amount (regardless of whether the conditions precedent thereto set forth in Section 5.2 hereof are then satisfied (provided the Swingline Lender believed in good faith that the conditions precedent set forth in Section 5.2 were satisfied at the time of funding of such Swingline Loan), whether or not the Borrower has submitted a Notice of Borrowing and whether or not the Commitments are then in effect, any Event of Default exists or all the Loans have been accelerated) and paying the proceeds thereof to the Swingline Lender at its address specified in or pursuant to Section 11.1, in Dollars and in immediately available funds. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon (to the extent the Borrower fails to pay accrued interest with respect to such amount) for each day from the date of demand thereof, at the Federal Funds Effective Rate. If such Lender does not pay such amount forthwith upon the Swingline Lender's demand therefor, and until such time as such Lender makes the required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes of the Credit Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, and any other amounts due to it hereunder to the Swingline Lender to fund Swingline Loans in the amount of the participation in Swingline Loans that such Lender failed to purchase pursuant to this Section 2.2(c) until such amount has been purchased (as a result of such assignment or otherwise). On the date the Lenders are required to purchase participations in outstanding Swingline Loans pursuant to this Section 2.2(c), the outstanding principal amount, including the Swingline Lender's Pro Rata Share, of such Swingline Loans shall be deemed to be a Revolving Loan accruing interest at the Floating Rate. (d) Interest on Swingline Loans. Subject to the provisions of Section 3.1, each Swingline Loan shall bear interest at a per annum rate equal to the Floating Rate or the Adjusted LIBOR Market Index Rate, as applicable. (e) Swingline Note. The Swingline Loans shall be evidenced by a duly executed promissory note of the Borrower to the Swingline Lender in the original principal amount of the Swingline Committed Amount and in substantially the form of Exhibit 2.2(e). 28

2.3 CONTINUATIONS AND CONVERSIONS. The Borrower shall have the option, on any Business Day, to continue existing Eurodollar Loans for a subsequent Interest Period, to convert Floating Rate Loans (other than Swingline Loans) into Eurodollar Loans or to convert Eurodollar Loans into Floating Rate Loans (other than Swingline Loans); provided, however, that (a) each such continuation or conversion must be requested by the Borrower pursuant to a written Notice of Continuation/Conversion in compliance with the terms set forth below, (b) except as provided in Section 3.11, Eurodollar Loans may only be continued or converted into Floating Rate Loans on the last day of the Interest Period applicable thereto, (c) Eurodollar Loans may not be continued nor may Floating Rate Loans be converted into Eurodollar Loans during the existence and continuation of a Default or an Event of Default and (d) any request to continue a Eurodollar Loan that fails to comply with the terms hereof or any failure to request a continuation of a Eurodollar Loan at the end of an Interest Period shall constitute a conversion to a Floating Rate Loan on the last day of the applicable Interest Period. Each continuation or conversion must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a Floating Rate Loan or (ii) three Business Days prior to the date for a requested continuation of a Eurodollar Loan or conversion of a Floating Rate Loan to a Eurodollar Loan, in each case pursuant to a written Notice of Continuation/Conversion submitted to the Administrative Agent which shall set forth (A) whether the Borrower wishes to continue or convert such Loans and (B) if the request is to continue a Eurodollar Loan or convert a Floating Rate Loan to a Eurodollar Loan, the Interest Period applicable thereto. 2.4 MINIMUM AMOUNTS. Each request for a borrowing, conversion or continuation shall be subject to the requirements that (a) each Eurodollar Loan shall be in a minimum amount of $5,000,000 (and in integral multiples of $1,000,000 in excess thereof), (b) each Floating Rate Loan shall be in a minimum amount of the lesser of $1,000,000 (and integral multiples of $100,000 in excess thereof) or the remaining amount available under the Revolving Committed Amount and (c) each Swingline Loan shall be in a minimum amount of $100,000 (and in integral multiples of $50,000 in excess thereof) or the remaining amount of the Swingline Committed Amount. For the purposes of this Section, all Eurodollar Loans with the same Interest Periods that begin and end on the same date shall be considered as one Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if they begin on the same date, shall be considered as separate Eurodollar Loans. 2.5 EXTENSION OF MATURITY DATE. (a) Not more than once each fiscal year of the Borrower, the Borrower may, by delivering a written notice to the Administrative Agent, request that the Maturity Date be extended for one additional year, provided the requested Maturity Date is not more than five (5) years from the date of such request. The Administrative Agent shall notify each Lender of such request promptly upon its receipt of such notice and shall request that each Lender respond to such request by the Borrower within sixty (60) days of the Administrative Agent's notice to the Lenders. If any Lender does not consent in writing 29

or respond to the Borrower's request then such Lender (a "Refusing Lender") shall be deemed to have rejected such request. If Lenders whose combined Pro Rata Shares equal at least 66-2/3% (the "Extension Required Lenders"; each Lender agreeing to extend its Revolving Loan Commitment is referred to herein as an "Extending Lender") agree in writing within such 60-day period to extend their Revolving Loan Commitments, then (i) the Revolving Loan Commitments of the Extending Lenders shall without further action be extended for an additional one-year period, (ii) the term "Maturity Date" shall thenceforth mean, (A) as to the Commitments and Loans of the Extending Lenders, the last day of such additional one-year period and (B) as to the Commitments and Loans of the Refusing Lenders, the Maturity Date in effect prior to such extension (each a "RL Maturity Date"), (iii) subject to the terms of subsection (b) below, the Revolving Loan Commitments of the Refusing Lenders shall terminate on the applicable RL Maturity Date and the Loans and other amounts owed to such Lenders shall be due and payable on such date and (iv) subject to the terms of subsection (b) below, on an RL Maturity Date (A) the Revolving Committed Amount shall be reduced by an amount equal to the sum of the Revolving Loan Commitments of the applicable Refusing Lenders and (B) the Pro Rata Shares of the Extending Lenders shall be reallocated so that the sum of such Pro Rata Shares equals one hundred percent (100%). If such extension is not approved in writing by the Extension Required Lenders within such 60-day period, the Maturity Date then in effect will be retained. (b) So long as the Extension Required Lenders consent to the extension of the Maturity Date in accordance with the terms of Section 2.5(a): (i) with respect to any Refusing Lender, the Borrower may request, in its own discretion and at its own expense, such Refusing Lender to transfer and assign (and such Refusing Lender shall be required to transfer and assign upon such request) in whole (but not in part), without recourse, representation or warranty (except as provided in Section 11.3(b)) and otherwise in accordance with and subject to the terms of Section 11.3(b), all of its interests, rights and obligations under this Credit Agreement to one or more Eligible Assignees (which may be one or more existing Lenders if any existing Lender accepts such assignment); provided that (A) such assignment or assignments shall not conflict with any law, rule, regulation or order of any court or other Governmental Authority, (B) the Borrower or such Eligible Assignee or Eligible Assignees shall pay to such Refusing Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such Refusing Lender and all other amounts owed to such Refusing Lender hereunder, as well as any processing fee owing to the Administrative Agent under Section 11.3(b), (C) the maturity date of the Loans transferred to such Eligible Assignee shall be the Maturity Date as extended in accordance with Section 2.5(a) above and (D) such transfer and assignment must occur on or prior to the applicable RL Maturity Date; or 30

(ii) the Borrower may (A) notify the Administrative Agent and the Extending Lenders in writing that it wishes to (and each such Extending Lender shall agree to) reduce the Revolving Loan Committed Amount by an amount equal to the sum of the Revolving Loan Commitments of the Refusing Lenders, (B) pay all outstanding Loans of the Refusing Lenders and any other amounts owing to the Refusing Lenders, and terminate the Revolving Loan Commitments of the Refusing Lenders and (C) reallocate the Pro Rata Share of the Extending Lenders, on a pro rata basis, so that the sum of such Pro Rata Shares equals one hundred percent (100%). (c) The Borrower shall indemnify each Lender (whether an Extending Lender or Refusing Lender) for any loss or expense payable to such Lender pursuant to Section 3.14 as a result of any extension of the Maturity Date pursuant to this Section 2.5 and any assignment of such Lender's Commitments and Loans or any reallocation of such Lender's Pro Rata Share in connection with such extension. (d) Each of the Lenders hereby authorizes the Administrative Agent, on their behalf, to enter into an amendment to this Credit Agreement (and the Borrower hereby agrees to enter into any such amendment on terms reasonably acceptable to the Credit Parties and the Administrative Agent) to effectuate any extension of the Maturity Date, reduction of the Revolving Committed Amount, repayment of Loans or reallocation of the Pro Rata Shares, in each case as expressly contemplated by the terms of this Section 2.5. 2.6 TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders and the Administrative Agent to extend, convert or continue Loans, effect selections of Floating Rate Loans, Eurodollar Loans and Index Rate Swingline Loans and to transfer funds based on telephonic notices made by any person or persons the Administrative Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Notices of Borrowing, Notices of Continuation/Conversion and Swingline Loan Requests to be given telephonically. The Borrower agrees to deliver promptly to the Administrative Agent a written confirmation, if such confirmation is requested by the Administrative Agent or any Lender, of each telephonic notice signed by an authorized officer of the Borrower. If the written confirmation differs in any material respect from the action taken by the Administrative Agent and the Lenders, the records of the Administrative Agent and the Lenders shall govern absent manifest error. 2.7 LENDING INSTALLATIONS. Each Lender may book its Loans and its participation in any LC Obligations and each LC Issuer may book the Facility LCs issued by it at any Lending Installation selected by such Lender or the LC Issuer, as the case may be, and may change its Lending Installation from time to time. All terms of this Agreement shall apply to any such Lending Installation and the 31

Loans, Facility LCs, participations in LC Obligations and any Notes issued hereunder shall be deemed held by each Lender or LC Issuer, as the case may be, for the benefit of any such Lending Installation. Each Lender and LC Issuer may, by written notice to the Administrative Agent and the Borrower in accordance with Section 11.1, designate replacement or additional Lending Installations through which Loans will be made by it or Facility LCs will be issued by it and for whose account Loan payments or payments with respect to Facility LCs are to be made. SECTION 3 GENERAL PROVISIONS APPLICABLE TO LOANS 3.1 INTEREST. (a) Interest. Subject to the provisions of Section 3.1(b): (i) Floating Rate Loans. During such periods as Loans shall be comprised in whole or in part of Floating Rate Loans, such Floating Rate Loans shall bear interest at a per annum rate equal to the Floating Rate. (ii) Eurodollar Loans. During such periods as Loans shall be comprised in whole or in part of Eurodollar Loans, such Eurodollar Loans shall bear interest at a per annum rate equal to the Eurodollar Rate. (iii) Swingline Loans. Swingline Loans shall bear interest in accordance with the terms of Section 2.2(d). (b) Default Rate of Interest. Upon the occurrence, and during the continuance, of an Event of Default, upon notice from the Administrative Agent at the direction of the Required Lenders (or, in the case of an Event of Default under Section 9.1(f), automatically without notice or any action) (i) the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents (including without limitation fees and expenses) shall bear interest, payable on demand, at a per annum rate equal to two percent (2%) plus the rate which would otherwise be applicable (or if no rate is applicable, then the rate for Revolving Loans that are Floating Rate Loans plus two percent (2%) per annum) and (ii) the Facility LC Fee Rate shall be increased to a per annum rate equal to two percent (2%) plus the Facility LC Fee Rate which would otherwise be applicable. (c) Interest Payments. Interest on Loans shall be due and payable in arrears on each Interest Payment Date. If an Interest Payment Date falls on a date which is not a Business Day, such Interest Payment Date shall be deemed to be the next succeeding Business Day, except that in the case of Eurodollar Loans where the next succeeding Business Day falls in the next succeeding calendar month, then such Interest Payment Date shall be deemed to be the next preceding Business Day. 32

3.2 PLACE AND MANNER OF PAYMENTS. All payments of principal, interest, fees, expenses and other amounts to be made by a Credit Party under this Credit Agreement shall be made without setoff, deduction or counterclaim and received not later than 1:00 p.m. on the date when due, in Dollars and in immediately available funds, by the Administrative Agent at its address specified in or pursuant to Section 11.1. Payments received after such time shall be deemed to have been received on the next Business Day. The Borrower shall, at the time it makes any payment under this Credit Agreement, specify to the Administrative Agent the Loans, fees or other amounts payable by the Borrower hereunder to which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with the terms hereof, the Administrative Agent shall, subject to Section 3.7, distribute such payment to the Lenders in such manner as the Administrative Agent may deem appropriate). The Administrative Agent will distribute such payments to the applicable Lenders on the same Business Day if any such payment is received prior to 1:00 p.m.; otherwise the Administrative Agent will distribute such payment to the applicable Lenders not later than the next succeeding Business Day. Whenever any payment hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day (subject to accrual of interest and fees for the period of such extension), except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day. 3.3 PREPAYMENTS. (a) Voluntary Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days' prior written notice to the Administrative Agent and (ii) each such partial prepayment of Loans shall be in the minimum principal amount of (A) $5,000,000 and integral multiples of $1,000,000 in excess thereof for Revolving Loans and (B) $100,000 and integral multiples of $50,000 in excess thereof for Swingline Loans. All prepayments under this Section shall be subject to Section 3.14 and be accompanied by interest on the principal amount prepaid through the date of prepayment. (b) Mandatory Prepayments. If, at any time, the sum of the aggregate amount of Revolving Loans outstanding plus Swingline Loans outstanding plus the aggregate amount of all LC Obligations exceeds the Revolving Committed Amount, the Borrower shall immediately make a principal payment to the Administrative Agent in the manner and in an amount such that the sum of the aggregate amount of Revolving Loans outstanding plus Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding is less than or equal to the Revolving Committed Amount (to be applied as set forth in Section 3.3(c) below). (c) Application of Prepayments. All amounts required to be paid pursuant to Section 3.3(b) shall be applied first to Swingline Loans and second to Revolving Loans. Within the parameters of the applications set forth above, prepayments shall be applied 33

first to Floating Rate Loans and then to Eurodollar Loans (or Index Rate Swingline Loans, as applicable) in direct order of Interest Period maturities. All prepayments hereunder shall be subject to Section 3.14 and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. 3.4 FEES. (a) Commitment Fees. The Borrower agrees to pay to the Administrative Agent for the pro rata benefit of the Lenders commitment fees ("Commitment Fees") at a rate per annum equal to the Applicable Percentage (for Commitment Fees) of the Unused Revolving Committed Amount, payable in arrears on the first Business Day of each calendar quarter and upon the Maturity Date and any earlier date on which the Commitments are terminated hereunder. The Swingline Loans shall constitute usage of the Revolving Credit Commitment of the Swingline Lender. (b) Administrative Fees. The Borrower agrees to pay to the Administrative Agent, for its own account, administrative fees (the "Administrative Fees") in accordance with the terms of the Fee Letter. (c) Extension Fees. The Borrower agrees to pay to the Administrative Agent for the pro rata benefit of each Extending Lender, at the time of any extension of the Maturity Date pursuant to Section 2.5, such extension fees as are agreed upon among the Borrower, the Administrative Agent and such Extending Lenders. (d) Upfront Fees. In consideration of the Revolving Committed Amount being made available by the Lenders hereunder, the Borrower agrees to pay to each Lender an upfront fee in accordance with the terms of the Arranger's invitation letter to prospective Lenders dated August 13, 2003 (the "Upfront Fees"). The Upfront Fees shall be due and payable on or prior to the Effective Date. 3.5 PAYMENT IN FULL AT MATURITY. On the Maturity Date, the entire outstanding principal balance of all Revolving Loans and Swingline Loans, together with accrued but unpaid interest and all other sums owing with respect thereto, shall be due and payable in full, unless accelerated sooner pursuant to Section 9.2. 34

3.6 COMPUTATIONS OF INTEREST AND FEES. (a) Except for Floating Rate Loans and Swingline Loans, in which case interest shall be computed on the basis of a 365 or 366 day year as the case may be, all computations of interest and fees hereunder shall be made on the basis of the actual number of days elapsed over a year of 360 days. Interest shall accrue from and include the date of borrowing (or continuation or conversion) but exclude the date of payment. (b) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Borrower are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such documents shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum lawful amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to accelerate the payment of any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such Indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. 3.7 PRO RATA TREATMENT. Except to the extent otherwise provided herein, each Revolving Loan borrowing, each payment or prepayment of principal of any Revolving Loan, each payment of fees (other than the Administrative Fees retained by the Administrative Agent for its own account and fees payable to a LC Issuer), each reduction of the Revolving Committed Amount, and each conversion or 35

continuation of any Revolving Loan, shall (except as otherwise provided in Section 3.11) be allocated pro rata among the relevant Lenders in accordance with the respective Pro Rata Shares of such Lenders (or, if the Commitments of such Lenders have expired or been terminated, in accordance with the respective principal amounts of the outstanding Loans and Participation Interests of such Lenders); provided that, if any Lender shall have failed to pay its applicable pro rata share of any Revolving Loan, then any amount to which such Lender would otherwise be entitled pursuant to this Section 3.7 shall instead be payable to the Administrative Agent until the share of such Revolving Loan not funded by such Lender has been repaid; provided further, that in the event any amount paid to any Lender pursuant to this Section 3.7 is rescinded or must otherwise be returned by the Administrative Agent, each Lender shall, upon the request of the Administrative Agent, repay to the Administrative Agent the amount so paid to such Lender, with interest for the period commencing on the date such payment is returned by the Administrative Agent until the date the Administrative Agent receives such repayment at a rate per annum equal to, during the period to but excluding the date two Business Days after such request, the Federal Funds Effective Rate, and thereafter, the Floating Rate plus two percent (2%) per annum. 3.8 SHARING OF PAYMENTS. The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Loan or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of setoff, banker's lien or counterclaim, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrower agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or such Administrative Agent to such Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to such Administrative Agent or such other Lender at a rate per annum equal to the Federal Funds Effective Rate. If under any applicable bankruptcy, 36

insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim. 3.9 CAPITAL ADEQUACY. If, after the date hereof, any Lender or LC Issuer has determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable law, rule or regulation regarding capital adequacy, or compliance by such Lender or LC Issuer, or the parent corporation of such Lender or LC Issuer, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or LC Issuer's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender or LC Issuer, or the parent corporation of such Lender or LC Issuer, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or LC Issuer's (or parent corporation's) policies with respect to capital adequacy), then, upon written notice from such Lender or LC Issuer to the Borrower, the Borrower shall be obligated to pay to such Lender or LC Issuer such additional amount or amounts as will compensate such Lender or LC Issuer on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each such written notice of a determination by any such Lender or LC Issuer of amounts owing under this Section 3.9 shall set forth and certify in reasonable detail the basis for such determination and the calculation of amounts so owing, which certification shall, absent manifest error, be conclusive and binding on the parties hereto. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payments to any Lender or LC Issuer or the Administrative Agent pursuant to this Section 3.9 relating to any period of time which is greater than 90 days prior to such Person's request for additional payment except for retroactive application of such law, rule or regulation, in which case the Borrower is required to make such payments so long as such Person makes a request therefor within 90 days after the public announcement of such retroactive application. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. 3.10 INABILITY TO DETERMINE INTEREST RATE. If prior to the first day of any Interest Period, the Administrative Agent shall have determined in good faith (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Base Rate for such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter, and will also give prompt written notice to the Borrower when such conditions no longer exist. If such notice is given (a) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Floating Rate Loans and (b) any Loans that 37

were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Floating Rate Loans. Until such notice is withdrawn by the Administrative Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Floating Rate Loans to Eurodollar Loans. 3.11 ILLEGALITY. Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to the Borrower and the Administrative Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Floating Rate Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Floating Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Floating Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.14. 3.12 REQUIREMENTS OF LAW. If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender or LC Issuer, or compliance by any Lender or LC Issuer with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender): (a) shall subject such Lender or LC Issuer to any tax of any kind whatsoever with respect to any Eurodollar Loans made by it or its obligation to make Eurodollar Loans or with respect to any Facility LCs or its participation therein, or change the basis of taxation of payments to such Lender or LC Issuer in respect thereof (except for Non-Excluded Taxes covered by Section 3.13 (including Non-Excluded Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.13(b)) and changes in taxes measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income tax), of such Lender or LC Issuer or its applicable lending office, branch, or any affiliate thereof); (b) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other 38

acquisition of funds by, any office of such Lender or LC Issuer which is not otherwise included in the determination of the Eurodollar Base Rate hereunder; or (c) shall impose on such Lender or LC Issuer any other condition (excluding any tax of any kind whatsoever); and the result of any of the foregoing is to increase the cost to such Lender or LC Issuer , by an amount which such Lender or LC Issuer deems to be material, of making, converting into, continuing or maintaining Eurodollar Loans or issuing or participating in any Facility LC or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender or LC Issuer, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender or LC Issuer , upon its demand, any additional amounts necessary to compensate such Lender or LC Issuer on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable, provided that, in any such case, the Borrower may elect to convert the Eurodollar Loans made by such Lender hereunder to Floating Rate Loans by giving the Administrative Agent at least one Business Day's notice of such election, in which case the Borrower shall promptly pay to such Lender or LC Issuer, upon demand, without duplication, such amounts, if any, as may be required pursuant to Section 3.14. If any Lender or LC Issuer becomes entitled to claim any additional amounts pursuant to this Section 3.12, it shall provide prompt written notice thereof to the Borrower, through the Administrative Agent, certifying (x) that one of the events described in this Section 3.12 has occurred and describing in reasonable detail the nature of such event, (y) as to the increased cost or reduced amount resulting from such event and (z) as to the additional amount demanded by such Lender or LC Issuer and a reasonably detailed explanation of the calculation thereof. Such a certificate as to any additional amounts payable pursuant to this Section 3.12 submitted by such Lender or LC Issuer, through the Administrative Agent, to the Borrower shall be conclusive and binding on the parties hereto in the absence of manifest error. This covenant shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payments to any Lender or LC Issuer or the Administrative Agent pursuant to this Section relating to any period of time which is greater than 90 days prior to such Person's request for additional payment except for retroactive application of such law, rule or regulation, in which case the Borrower is required to make such payments so long as such Person makes a request therefor within 90 days after the public announcement of such retroactive application. 3.13 TAXES. (a) Withholding. Except as provided below in this Section 3.13, all payments made by the Borrower under this Credit Agreement and any Notes shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any court, or governmental body, agency or other official, excluding taxes measured by or imposed upon the net income of any Lender or its applicable lending office, or any branch 39

or affiliate thereof, and all franchise taxes, branch taxes, taxes on doing business or taxes on the capital or net worth of any Lender or its applicable lending office, or any branch or affiliate thereof, in each case imposed in lieu of net income taxes: (i) by the jurisdiction under the laws of which such Lender, applicable lending office, branch or affiliate is organized or is located, or in which its principal executive office is located, or any nation within which such jurisdiction is located or any political subdivision thereof; or (ii) by reason of any connection between the jurisdiction imposing such tax and such Lender, applicable lending office, branch or affiliate other than a connection arising solely from such Lender having executed, delivered or performed its obligations, or received payment under or enforced, this Credit Agreement or any Notes. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder or under any Notes, (A) the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Credit Agreement and any Notes, provided, however, that the Borrower shall be entitled to deduct and withhold any Non-Excluded Taxes and shall not be required to increase any such amounts payable to any Lender if such Lender fails to comply with the requirements of paragraph (b) of this Section 3.13 whenever any Non-Excluded Taxes are payable by the Borrower, (B) as promptly as possible after requested the Borrower shall send to such Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof and (C) with respect to any withholding of United States federal income tax, the Borrower shall apply to the payments the required withholding tax rates provided by the applicable United States withholding tax rules, including but not limited to Internal Revenue Code Section 1441, 1442, 3406 and 6049. If the Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and any Lender for any incremental Non-Excluded Taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure. The agreements in this subsection shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. (b) U.S. and Non-U.S. Lenders (i) Each Lender, including each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a "Non-U.S. Lender"), agrees that it will, not more than ten (10) Business Days after the date of this Agreement, (i) deliver to the Administrative Agent two duly completed copies of the applicable United States Internal Revenue Service Form W-8 or W-9, including but not limited to United States Internal Revenue Service Form W-8BEN or W-8ECI or (ii) the case of a Non-U.S. Lender claiming exemption from 40

the withholding of United States federal income tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest," deliver two duly completed copies of the applicable United States Internal Revenue Service Form W-8, including but not limited to a United States Internal Revenue Service Form W-8BEN and a certificate representing that such Lender is not (A) a "bank" for purposes of Section 881(c) of the Code, (B) a ten-percent shareholder of the Borrower (within the meaning of Section 871(h)(3)(B) of the Code) or (C) a controlled foreign corporation related to the Borrower (within the meaning of Section 864(d)(4) of the Code), certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Each Lender further undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrower or the Administrative Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, unless an event (including without limitation any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form or amendment with respect to it and such Lender advises the Borrower and the Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income tax. (ii) For any period during which a Lender has failed to provide the Borrower with an appropriate form pursuant to clause (i) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which a form originally was required to be provided), such Lender shall not be entitled to indemnification under this Section 3.13 with respect to Taxes imposed by the United States; provided that, should a Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (i) above, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover such Taxes. (iii) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed 41

documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. (iv) If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Administrative Agent or the Borrower, as applicable, did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Administrative Agent or the Borrower, as applicable, of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Administrative Agent or the Borrower, as applicable, fully for all amounts paid, directly or indirectly, by the Administrative Agent or the Borrower, as applicable, as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Administrative Agent or the Borrower, as applicable, under this subsection, together with all costs and expenses related thereto (including attorneys fees and time charges of attorneys for the Administrative Agent or the Borrower, as applicable, which attorneys may be employees of the Administrative Agent or the Borrower, as applicable). The obligations of the Lenders under this clause (iv) shall survive the payment of the Obligations and termination of this Agreement. (v) Notwithstanding the above, if any change in treaty, law or regulation has occurred after the date such Person becomes a Lender hereunder which renders all such forms (or successor forms) inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent, then such Lender shall be exempt from such requirements. Each Person that shall become a Lender or a participant of a Lender pursuant to Section 11.3 shall, upon the effectiveness of the related transfer, be required to provide all of the forms, certifications and statements required pursuant to this subsection (b); provided that in the case of a participant of a Lender, the obligations of such participant of a Lender pursuant to this subsection (b) shall be determined as if the participant of a Lender were a Lender except that such participant of a Lender shall furnish all such required forms, certifications and statements to the Lender from which the related participation shall have been purchased. 3.14 COMPENSATION. The Borrower promises to indemnify each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this Credit Agreement, (b) default by the Borrower in making any prepayment of a Eurodollar Loan after the 42

Borrower has given a notice thereof in accordance with the provisions of this Credit Agreement and (c) the making of a prepayment of Eurodollar Loans on a day which is not the last day of an Interest Period with respect thereto. Such indemnification may include an amount equal to (i) the amount of interest which would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such prepayment or of such failure to borrow, convert or continue to the last day of the applicable Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such Eurodollar Loans provided for herein (excluding, however, the Applicable Percentage included therein, if any) minus (ii) the amount of interest (as reasonably determined by such Lender) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. The agreements in this Section shall survive the termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder. 3.15 SUBSTITUTION OF LENDER. If (a) the obligation of any Lender to make Eurodollar Loans has been suspended pursuant to Section 3.11 or (b) any Lender has demanded compensation under Section 3.9, 3.11, 3.12, 3.13 or 3.14, the Borrower shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute lender or lenders. Any substitution under this Section 3.15 may be accomplished, at the Borrower's option, either (i) by the replaced Lender assigning its rights and obligations hereunder to a replacement lender or lenders pursuant to Section 11.3(b) at a mutually agreeable price or (ii) by the Borrower's prepaying all outstanding Loans from the replaced Lender and terminating such Lender's Commitment on a date specified in a notice delivered to the Administrative Agent and the replaced Lender at least three Business Days before the date so specified (and compensating such Lender for any resulting funding losses as provided in Section 3.14 but otherwise without premium or penalty) and concurrently a replacement Lender or Lenders assuming a Commitment in an amount equal to the Commitment being terminated and making Loans in the same aggregate amount and having the same maturity date or dates, respectively, as the Loans being prepaid, all pursuant to documents reasonably satisfactory to the Administrative Agent (and in the case of any document to be signed by the replaced Lender, reasonably satisfactory to such Lender). No such substitution shall relieve the Borrower of its obligations to compensate and/or indemnify the replaced Lender as required by Section 3.9, 3.11, 3.12, 3.13 or 3.14 with respect to the period before it is replaced and to pay all accrued interest, accrued fees and other amounts owing to the replaced Lender hereunder. 3.16 EVIDENCE OF DEBT. (a) Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to the Borrower from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts and to promptly update its account or accounts from time to time, as necessary. 43

(b) The Administrative Agent shall maintain the Register pursuant to Section 11.3(c), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i) the amount, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder from or for the account of the Borrower and each Lender's share thereof, if any. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and to promptly update such subaccounts from time to time, as necessary. (c) The entries made in the accounts, Register and subaccounts maintained pursuant to subsection (b) of this Section 3.16 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such Register, or such subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay the Loans made by such Lender in accordance with the terms hereof. SECTION 4 FACILITY LCs 4.1 ISSUANCE. Each LC Issuer hereby agrees, on the terms and conditions set forth in this Agreement, to issue standby Letters of Credit (each such Letter of Credit and each Existing Letter of Credit, a "Facility LC") and to renew, extend, increase, decrease or otherwise modify each Facility LC ("Modify," and each such action a "Modification"), from time to time from and including the date of this Agreement and not later than five (5) Business Days prior to the Maturity Date upon the request of the Borrower; provided that immediately after each such Facility LC is issued or Modified, (i) the aggregate amount of the outstanding LC Obligations shall not exceed the Aggregate LC Commitment and (ii) the sum of the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding shall not exceed the Revolving Committed Amount. No Facility LC shall have an expiry date later than the earlier of the fifth (5th) Business Day prior to the Maturity Date. 4.2 PARTICIPATIONS. Upon the Effective Date (in the case of the Existing Letters of Credit) and upon issuance or Modification by an LC Issuer of a Facility LC in accordance with this Section 4, such LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from such LC Issuer, a 44

participation in such Facility LC (and each Modification thereof) and the related LC Obligations in proportion to its Pro Rata Share. 4.3 NOTICE. Subject to Section 4.1, the Borrower shall give the LC Issuer notice prior to 10:00 a.m. (Chicago time) at least one (1) Business Day prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of such Facility LC, and describing the proposed terms of such Facility LC and the nature of the transactions proposed to be supported thereby (the "Facility LC Request"). Upon receipt of such Facility LC Request, the LC Issuer shall promptly (and in any event prior to the issuance (or Modification) of such Facility LC) notify the Administrative Agent, and the Administrative Agent shall promptly notify each Lender, of the contents thereof and of the amount of such Lender's participation in such proposed Facility LC, which notices to and by the Administrative Agent may be given by fax or e-mail. The issuance or Modification by an LC Issuer of any Facility LC shall, in addition to the conditions precedent set forth in Section 5 (the satisfaction of which the LC Issuer shall have no duty to ascertain), be subject to the conditions precedent that (a) the LC Issuer shall have received confirmation (which may be given by fax or e-mail) from the Administrative Agent that the issuance (or Modification) of such Facility LC is in compliance with the limitations set forth in Sections 2.1(a)(i) and 4.1, (b) such Facility LC shall be satisfactory to such LC Issuer and (c) the Borrower shall have executed and delivered such application agreement and/or such other instruments and agreements relating to such Facility LC as such LC Issuer shall have reasonably requested (each, a "Facility LC Application"). In the event of any conflict between the terms of this Agreement and the terms of any Facility LC Application, the terms of this Agreement shall control. 4.4 FEES; REPORTING. (a) Facility LC Fee. The Borrower shall pay to the Administrative Agent, solely for the account of the Lenders, a fee (the "Facility LC Fee") with respect to each Facility LC for the period from the Issuance Date thereof (or, in the case of the Existing Letters of Credit, the Effective Date) to and including the final expiration date thereof, in a per annum amount equal to the product, calculated on a daily basis for each day during such period, of (A) the undrawn amount of such Facility LC for such day multiplied by (B) the Facility LC Fee Rate for such day, less 0.125% per annum. The Facility LC Fees shall be due and payable quarterly in arrears not later than five (5) Business Days following Administrative Agent's delivery to Borrower of the quarterly statement of Facility LC Fees and, to the extent any such fees are then due and unpaid, on the Maturity Date. The Administrative Agent shall promptly remit such Facility LC Fees, when received by the Administrative Agent, to the Lenders (including the LC Issuers) in accordance with their Pro Rata Shares thereof. The Facility LC Fees, once paid, shall not be refundable for any reason. (b) Fronting Fee. The Borrower shall also pay to the Administrative Agent, solely for the account of each LC Issuer, as a Fronting Fee ("Fronting Fee"), with respect 45

to each Facility LC issued by such LC Issuer for the period from the Issuance Date thereof (or, in the case of the Existing Letters of Credit, the Effective Date) to and including the final expiration date thereof, in an amount equal to the product, calculated on a daily basis for each day during such period, of (x) the undrawn amount of such Facility LC for such day multiplied by (y) 0.125% per annum. The Fronting Fees shall also be due and payable quarterly in arrears on the date on which Facility LC Fees are payable and, to the extent any Fronting Fees are then due and unpaid, on the Maturity Date. The Administrative Agent shall promptly remit such Fronting Fee, when received by the Administrative Agent, to the applicable LC Issuer. The Fronting Fees, once paid, shall not be refundable for any reason. The Borrower shall also pay to the LC Issuer for its own account documentary and processing charges in connection with the issuance or Modification of and draws under Facility LCs in accordance with the LC Issuer's standard schedule for such charges as in effect from time to time. (c) LC Issuer Reports; Quarterly Statements. Each LC Issuer shall, no later than the third (3rd) Business Day following the last day of each month, provide to the Administrative Agent a schedule of the Facility LCs issued by it, in form and substance reasonably satisfactory to the Administrative Agent, showing the Issuance Date, account party, original face amount (if any) paid thereunder, expiration date and the reference number of each Facility LC outstanding at any time during such month (and whether such Facility LC is a performance Letter of Credit or financial Letter of Credit) and the aggregate amount (if any) payable by the Borrower to such LC Issuer during the month pursuant to Sections 3.9 and 3.12 . Copies of such reports shall be provided promptly to each Lender and the Borrower by the Administrative Agent. The reporting requirements hereunder are in addition to those set forth in Section 4.3. The Administrative Agent shall, with reasonable promptness following receipt from all LC Issuers of the reports provided for in this Section 4.4(c) for the months of March, June, September and December, respectively, deliver to the Borrower a quarterly statement of the Facility LC Fees and Fronting Fees then due and payable. 4.5 ADMINISTRATION; REIMBURSEMENT BY LENDERS. Upon receipt by an LC Issuer from the beneficiary of any Facility LC of any demand for payment under a Facility LC issued by such LC Issuer, such LC Issuer shall notify the Administrative Agent and the Administrative Agent shall promptly notify the Borrower and each other Lender as to the amount to be paid by the LC Issuer as a result of such demand and the proposed payment date (the "LC Payment Date"). The responsibility of the LC Issuer to the Borrower and each Lender shall be only to determine that the documents (including each demand for payment) delivered under each Facility LC in connection with such presentment shall be in conformity in all material respects with such Facility LC. An LC Issuer shall endeavor to exercise the same care in the issuance and administration of the Facility LCs as it does with respect to Letters of Credit in which no participations are granted, it being understood that in the absence of any gross negligence or willful misconduct by an LC Issuer, each Lender shall be unconditionally and irrevocably liable without regard to the occurrence of any Default or any condition precedent whatsoever, to reimburse such LC Issuer on demand for (i) such Lender's 46

Pro Rata Share of the amount of each payment made by such LC Issuer under each Facility LC to the extent such amount is not reimbursed by the Borrower pursuant to Section 4.6 below, plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for each day from the date of such LC Issuer's demand for such reimbursement (or, if such demand is made after 11:00 a.m. on such date, from the next succeeding Business Day) to the date on which such Lender pays the amount to be reimbursed by it, at a rate of interest per annum equal to the Federal Funds Effective Rate for the first three days and, thereafter, at a rate of interest equal to the rate applicable to Floating Rate Advances. 4.6 REIMBURSEMENT BY BORROWER. The Borrower shall be irrevocably and unconditionally obligated to reimburse the LC Issuer on or before the applicable LC Payment Date for any Reimbursement Obligations in respect of any Facility LC upon any drawing under such Facility LC, without presentment, demand, protest or other formalities of any kind; provided that neither the Borrower nor any Lender shall hereby be precluded from asserting any claim for direct (but not consequential) damages suffered by the Borrower or such Lender to the extent, but only to the extent, caused by (i) the willful misconduct or gross negligence of the LC Issuer in determining whether a request presented under any Facility LC issued by it complied with the terms of such Facility LC or (ii) the LC Issuer's failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Each LC Issuer shall use commercially reasonable efforts to notify the Borrower and the Administrative Agent of its receipt of any draft received with respect to any Facility LC issued by such LC Issuer, but the failure to give (or any delay in giving) such notice shall not affect the obligations of the Borrower hereunder. All Reimbursement Obligations remaining unpaid by the Borrower after notice thereof has been given to the Borrower shall bear interest, payable on demand, for each day until paid at a rate per annum equal to (x) the rate applicable to Floating Rate Advances for such day if such day falls on or before the applicable LC Payment Date and (y) a per annum rate equal to two percent (2%) plus the Floating Rate for such day if such day falls after such LC Payment Date. Each LC Issuer will pay to each Lender ratably in accordance with its Pro Rata Share all amounts received by it from the Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Facility LC issued by such LC Issuer, but only to the extent such Lender has made payment to the LC Issuer in respect of such Facility LC pursuant to Section 4.5. Subject to the terms and conditions of this Agreement (including without limitation the submission of a Borrowing Notice in compliance with Section 2.1(b) and the satisfaction of the applicable conditions precedent set forth in Section 5), the Borrower may request an Advance hereunder for the purpose of satisfying any Reimbursement Obligation. 4.7 OBLIGATIONS ABSOLUTE. The Borrower's obligations under this Section 4.7 shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or have had against any LC Issuer, any Lender or any beneficiary of a Facility LC. The Borrower further agrees with each LC Issuer and the Lenders that the LC Issuer and the Lenders shall not be responsible for, and the Borrower's 47

Reimbursement Obligation in respect of any Facility LC shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even if such documents should in fact prove to be in any or all respects invalid, fraudulent or forged, or any dispute between or among the Borrower, any of its Affiliates, the beneficiary of any Facility LC or any financing institution or other party to whom any Facility LC may be transferred or any claims or defenses whatsoever of the Borrower or of any of its Affiliates against the beneficiary of any Facility LC or any such transferee. The LC Issuer shall not be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Facility LC. The Borrower agrees that any action taken or omitted by any LC Issuer or Lender under or in connection with each Facility LC and the related drafts and documents, if done without gross negligence or willful misconduct, shall be binding upon the Borrower and shall not put any LC Issuer or Lender under any liability to the Borrower. Nothing in this Section 4.7 is intended to limit the right of the Borrower to make a claim against an LC Issuer for damages as contemplated by the proviso to the first sentence of Section 4.6. 4.8 ACTIONS OF LC ISSUER. Each LC Issuer shall be entitled to rely, and shall be fully protected in relying, upon any Facility LC, draft, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel, independent accountants and other experts selected by such LC Issuer. Each LC Issuer shall be fully justified in failing or refusing to take any action under this Agreement unless it shall first have received such advice or concurrence of the Required Lenders as it reasonably deems appropriate or it shall first be indemnified to its reasonable satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Notwithstanding any other provision of this Section 4.8, each LC Issuer shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Required Lenders, and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and any future holders of a participation in any Facility LC. 4.9 INDEMNIFICATION. The Borrower hereby agrees to indemnify and hold harmless each Lender and LC Issuer and the Administrative Agent, and their respective directors, officers, agents and employees from and against any and all claims and damages, losses, liabilities, costs or expenses which such Lender, LC Issuer or the Administrative Agent may incur (or which may be claimed against such Lender, LC Issuer or the Administrative Agent by any Person whatsoever) by reason of or in connection with the issuance, execution and delivery or transfer of or payment or failure to pay under any Facility LC or any actual or proposed use of any Facility LC, including, without limitation, any claims, damages, losses, liabilities, costs or expenses which an LC Issuer may incur by reason of or on account of such LC Issuer issuing any Facility LC which specifies that the term "Beneficiary" included therein includes any successor by operation of law of the named 48

Beneficiary, but which Facility LC does not require that any drawing by any such successor Beneficiary be accompanied by a copy of a legal document, satisfactory to such LC Issuer, evidencing the appointment of such successor Beneficiary; provided that the Borrower shall not be required to indemnify any Lender, LC Issuer or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (x) the willful misconduct or gross negligence of an LC Issuer in determining whether a request presented under any Facility LC complied with the terms of such Facility LC or (y) an LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC. Nothing in this Section 4.9 is intended to limit the obligations of the Borrower under any other provision of this Agreement. 4.10 LENDERS' INDEMNIFICATION. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or such LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 4.10 or any action taken or omitted by such indemnitees hereunder. 4.11 FACILITY LC COLLATERAL ACCOUNT. The Borrower agrees that it will, upon the request of the Administrative Agent or the Required Lenders and until the final expiration date of any Facility LC and thereafter as long as any amount is payable to any LC Issuer or Lender in respect of any Facility LC, maintain a special collateral account pursuant to arrangements reasonably satisfactory to the Administrative Agent (the "Facility LC Collateral Account") at the Administrative Agent's office at the address specified in or pursuant to Section 11.1, in the name of such Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders and in which such Borrower shall have no interest other than as set forth in Section 9.3. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and LC Issuers, a security interest in all of the Borrower's right, title and interest in and to all funds which may from time to time be on deposit in the Facility LC Collateral Account to secure the prompt and complete payment and performance of the Credit Party Obligations. The Administrative Agent will invest any funds on deposit from time to time in the Facility LC Collateral Account in certificates of deposit of the Administrative Agent having a maturity not exceeding 30 days. Nothing in this Section 4.11 shall obligate the Administrative Agent to require the Borrower to deposit any funds in the Facility LC Collateral Account or limit the right of the Administrative Agent to release any funds held in the Facility LC Collateral Account or obligate the Borrower to deposit any funds in the Facility LC Collateral Account, in each case other than as required by Section 9.2, 9.3 or 9.4 (as applicable). 4.12 RIGHTS AS A LENDER. 49

In its capacity as a Lender, each LC Issuer shall have the same rights and obligations as any other Lender. SECTION 5 CONDITIONS PRECEDENT 5.1 CLOSING CONDITIONS. The obligation of the Lenders to enter into this Credit Agreement and make the initial Extension of Credit is subject to satisfaction (or waiver by each of the Lenders) of the following conditions: (a) Executed Credit Documents. Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement; (ii) the Notes, (iii) the Guaranty (executed by all of the REITs and the Material Subsidiaries), (iv) the Intercreditor Agreement (executed by all of the REITs and any other creditor of Borrower party thereto) and (v) all other Credit Documents, each in form and substance reasonably acceptable to the Administrative Agent and the Lenders; provided that receipt by the Administrative Agent of an executed signature page to this Credit Agreement from a Lender shall be deemed approval by such Lender of the form and substance of the Credit Documents. (b) Authority Documents. (i) Partnership Documents. With respect to each Credit Party that is a partnership or limited liability partnership (for the purposes hereof, each a "Partnership"), receipt by the Administrative Agent of the following: (A) Authorization. Authorization of the general partner(s) of such Partnership, as of the Closing Date, approving and adopting the Credit Documents to be executed by such Partnership and authorizing the execution and delivery thereof. (B) Partnership Agreements. Certified copies of the partnership agreement of such Partnership, together with all amendments thereto. (C) Certificates of Good Standing or Existence. Certificate of good standing or existence for such Partnership, issued as of a recent date by its state of organization and each other state where the failure to qualify or be in good standing would have or could be reasonably expected to have a Material Adverse Effect. (D) Incumbency. An incumbency certificate of the general partner(s) of such Partnership certified by a secretary or assistant secretary of such general partner to be true and correct as of the Closing Date. 50

(ii) Corporate Documents. With respect to each Credit Party that is a corporation, (for the purposes hereof, each a "Corporation"), and with respect to each corporate entity acting, directly or indirectly, on behalf of a Credit Party that is a partnership, limited liability partnership or limited liability company (for the purposes of this clause (ii), each a "Managing Person"), receipt by the Administrative Agent of the following: (A) Charter Documents. Copies of the articles or certificates of incorporation or other charter documents of each such Corporation or Managing Person, as applicable, certified to be true and complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of such Corporation or Managing Person, as applicable, to be true and correct as of the Closing Date. (B) Bylaws. A copy of the bylaws of each such Corporation or Managing Person, as applicable, certified by a secretary or assistant secretary of such Corporation or Managing Person, as applicable, to be true and correct as of the Closing Date. (C) Resolutions. Copies of resolutions of such Corporation's board of directors approving and adopting the Credit Documents to which it or the Person for whom it is acting is a party and the transactions contemplated therein and authorizing execution and delivery thereof, certified by a secretary or assistant secretary of such Corporation or Managing Person, as applicable, to be true and correct and in full force and effect as of the Closing Date. (D) Good Standing. Copies of (A) certificates of good standing, existence or their equivalent with respect to such Corporation or Managing Person, as applicable, certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of incorporation and each other jurisdiction in which the failure to so qualify and be in good standing would have or could be reasonably expected to have a Material Adverse Effect and (B) to the extent available, a certificate indicating payment of all corporate franchise taxes certified as of a recent date by the appropriate governmental taxing authorities. (E) Incumbency. An incumbency certificate of such Corporation or Managing Person, as applicable, certified by an officer of such Corporation or Managing Person, as applicable, to be true and correct as of the Closing Date. (iii) Limited Liability Company Documents. With respect to each Credit Party that is a limited liability company (for the purposes hereof, each an 51

"LLC") and with respect to any limited liability company acting, directly or indirectly, on behalf of a Credit Party (for the purposes of this clause (iii), each a "Managing Person"), receipt by the Administrative Agent of the following: (A) Certificate of Formation. A copy of the certificate of formation of such LLC or Managing Person, as applicable, certified to be true and complete by the appropriate Governmental Authority of the state or jurisdiction of its formation and certified by the sole or managing member of such LLC or Managing Person, as applicable, to be true and correct as of the Closing Date. (B) LLC Agreement. A copy of the LLC Agreement of such LLC or Managing Person, as applicable, certified by the sole or managing member of such LLC or Managing Person, as applicable, to be true and correct as of the Closing Date. (C) Resolutions. Copies of resolutions of the sole or managing member of such LLC or Managing Person approving and adopting the Credit Documents to which it or the Person for whom it is acting is a party and the transactions contemplated therein and authorizing execution and delivery thereof. (D) Good Standing. Copies of certificates of good standing, existence or their equivalent with respect to such LLC or Managing Person, as applicable, certified as of a recent date by the appropriate Governmental Authorities of the state or other jurisdiction of formation and each other jurisdiction in which the failure to so qualify and be in good standing would have or could be reasonably expected to have a Material Adverse Effect. (E) Incumbency. An incumbency certificate of such LLC or Managing Person certified by an officer of such LLC or Managing Person to be true and correct as of the Closing Date. (c) Opinion of Counsel. Receipt by the Administrative Agent of an opinion or opinions from legal counsel to the Credit Parties (which shall cover, among other things, authority, legality, validity, binding effect, and enforceability of the Credit Documents), reasonably satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the Closing Date. (d) Financial Statements. Receipt by the Lenders of such financial information regarding the Credit Parties required to be delivered pursuant to Section 7.1 of the Existing Credit Agreement prior to the Closing Date. (e) Litigation. There shall not exist (i) any order, decree, judgment, ruling or injunction which prohibits or restrains the consummation of the transactions 52

contemplated hereby or (ii) any pending (except as set forth on Schedule 6.11) or, to the knowledge of any Credit Party, threatened action, suit, investigation or proceeding against a Credit Party that would have or could be reasonably expected to have a Material Adverse Effect. (f) Officer's Certificates. The Administrative Agent shall have received a certificate or certificates executed by an Authorized Officer of the Borrower as of the Closing Date stating that (i) the Borrower and each of its Subsidiaries are in compliance with all existing material financial obligations after giving effect to this Credit Agreement, (ii) no action, suit, investigation or proceeding is pending or, to the knowledge of any Credit Party, threatened in any court or before any arbitrator or governmental instrumentality that purports to affect the Borrower, any of its Subsidiaries or any transaction contemplated by the Credit Documents, if such action, suit, investigation or proceeding would have or could be reasonably expected to have a Material Adverse Effect, (iii) the financial statements and information delivered to the Administrative Agent on or before the Closing Date were prepared in good faith and in accordance with GAAP and (iv) immediately after giving effect to this Credit Agreement, the other Credit Documents and all the transactions contemplated herein and therein, including the initial Extensions of Credit hereunder (if any), to occur on such date, (A) no Default or Event of Default exists, (B) all representations and warranties contained herein and in the other Credit Documents are true and correct in all material respects, (C) the Credit Parties are in compliance with each of the financial covenants set forth in Section 7.2 (with calculations demonstrating same) and (D) each Credit Party is Solvent. (g) Material Adverse Effect. There shall not have occurred a Material Adverse Effect since December 31, 2002. (h) Fees and Expenses. Payment by the Credit Parties of the fees and expenses owed by them to the Administrative Agent, the Lenders and Arranger pursuant to the terms of Section 3.4 and of the Fee Letter. (i) Existing Credit Agreement. The Administrative Agent shall have received evidence that the Existing Credit Agreement and all documents executed or delivered in connection with the Existing Credit Agreement shall have been terminated and that all amounts owing in connection with the Existing Credit Agreement shall have been paid in full on or before the Effective Date. (j) Market Disruption. There shall not have occurred any material disruption of or a material adverse change in conditions in the financial, banking or capital markets which the Administrative Agent and Arranger, in their reasonable discretion, deem material in connection with the syndication of this Credit Agreement. (k) Other. Receipt and satisfactory review by the Administrative Agent and its counsel of such other documents, instruments, agreements or information as reasonably and timely requested by the Administrative Agent, its counsel or any Lender, 53

including, but not limited to, shareholder agreements, management agreements and information regarding litigation, tax, accounting, labor, insurance, pension liabilities (actual or contingent), real estate leases, material contracts, debt agreements, property ownership, contingent liabilities and management of the Borrower and its Subsidiaries. 5.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT. In addition to the conditions precedent stated elsewhere herein, no Lender or LC Issuer shall be obligated to make new Extensions of Credit unless: (a) Notice. The Borrower shall have delivered (i) in the case of any new Revolving Loan, a Notice of Borrowing, duly executed and completed, by the time specified in Section 2.1, (ii) in the case of any new Swingline Loan, a Swingline Loan Request, duly executed and completed, by the time specified in Section 2.2 and (iii) in the case of the issuance or Modification of a Facility LC, the documentation required under Section 4. (b) Representations and Warranties. The representations and warranties made by the Credit Parties in any Credit Document are true and correct in all material respects at and as if made as of such date except to the extent they expressly relate to an earlier date. (c) No Default. No Default or Event of Default shall exist or be continuing either prior to or after giving effect thereto. (d) Availability. Immediately after giving effect to the making of such Loan (and the application of the proceeds thereof and the issuance or Modification of such Facility LC), the sum of the Revolving Loans outstanding plus Swingline Loans outstanding plus the aggregate amount of all LC Obligations outstanding shall not exceed the Revolving Committed Amount. The delivery of each Notice of Borrowing and each Swingline Loan Request and each Facility LC Request shall constitute a representation and warranty by the Borrower of the correctness of the matters specified in subsections (b), (c) and (d) above. SECTION 6 REPRESENTATIONS AND WARRANTIES The Borrower hereby represents and warrants to the Administrative Agent and each Lender that: 54

6.1 FINANCIAL CONDITION. (a) The financial statements delivered to the Lenders prior to the Effective Date and pursuant to Section 7.1(a) and (b): (i) have been prepared in accordance with GAAP and (ii) present fairly the consolidated and consolidating (as applicable) financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date and for such periods. (b) Since December 31, 2002, there has been no sale, transfer or other disposition by any Credit Party of any material part of the business or property of the Credit Parties taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Credit Parties taken as a whole, in each case which is not (i) reflected in the most recent financial statements delivered to the Lenders pursuant to Section 7.1 or in the notes thereto or (ii) otherwise permitted by the terms of this Credit Agreement and communicated to the Administrative Agent. 6.2 NO MATERIAL CHANGE. Since December 31, 2002, there has been no development or event relating to or affecting a Credit Party which has had or could be reasonably expected to have a Material Adverse Effect. 6.3 ORGANIZATION AND GOOD STANDING. Each Credit Party (a) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of the state (or other jurisdiction) of its organization, (b) is duly qualified and in good standing as a foreign entity and authorized to do business in every jurisdiction unless the failure to be so qualified, in good standing or authorized would not have or could not be reasonably expected to have a Material Adverse Effect and (c) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. 6.4 DUE AUTHORIZATION. Each Credit Party (a) has the requisite power and authority to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party and to incur the obligations herein and therein provided for and (b) is duly authorized, and has been authorized by all necessary action, to execute, deliver and perform this Credit Agreement and the other Credit Documents to which it is a party. 6.5 NO CONFLICTS. Neither the execution and delivery of the Credit Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof by such Credit Party will (a) violate or conflict with any provision of its articles or certificate of incorporation or bylaws, (b) violate, contravene or materially conflict with any Requirement of Law or any other law, regulation (including, without limitation, Regulation D, O, 55

T, U or X), order, writ, judgment, injunction, decree or permit applicable to it, (c) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which would have or could be reasonably expected to have a Material Adverse Effect, or (d) result in or require the creation of any Lien (other than those contemplated in or created in connection with the Credit Documents) upon or with respect to its properties. 6.6 CONSENTS. Except for consents, approvals and authorizations which have been obtained, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party in respect of any Credit Party is required in connection with the execution, delivery or performance of this Credit Agreement or any of the other Credit Documents by such Credit Party. 6.7 ENFORCEABLE OBLIGATIONS. This Credit Agreement and the other Credit Documents have been duly executed and delivered and constitute legal, valid and binding obligations of each Credit Party enforceable against such Credit Party in accordance with their respective terms, except as may be limited by bankruptcy, insolvency, reorganization or moratorium laws or similar laws relating to or affecting creditors' rights generally or by general equitable principles. 6.8 NO DEFAULT. No Credit Party is in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or could be reasonably expected to have a Material Adverse Effect. No Default or Event of Default has occurred or exists except as previously disclosed in writing to the Lenders. 6.9 LIENS. The assets of the Credit Parties are not subject to any Liens other than Permitted Liens, which, individually or in the aggregate, would have or could be reasonably expected to have a Material Adverse Effect. 6.10 INDEBTEDNESS. The Credit Parties have no Indebtedness except (a) as disclosed in the financial statements referenced in Section 6.1, (b) as set forth on Schedule 6.10, and (c) as otherwise permitted by this Credit Agreement. 6.11 LITIGATION. 56

Except as set forth on Schedule 6.11, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of any Credit Party, threatened against any Credit Party which, if adversely determined, would have or could be reasonably expected to have a Material Adverse Effect. 6.12 TAXES. Each Credit Party has filed, or caused to be filed, all material tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due and payable (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) that are due and payable by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. To the knowledge of the Credit Parties, there are no material tax assessments (including interest and penalties) claimed to be due against any of them by any Governmental Authority. 6.13 COMPLIANCE WITH LAW. Each Credit Party is in material compliance with all material Requirements of Law and all other material laws, rules, regulations, orders and decrees (including without limitation Environmental Laws) applicable to it, or to its properties. No Requirement of Law would cause or could be reasonably expected to cause a Material Adverse Effect. 6.14 ERISA. Except as would not have or be reasonably expected to have a Material Adverse Effect: (a) During the five-year period prior to the date on which this representation is made or deemed made: (i) no Termination Event has occurred, and, to the knowledge of the Credit Parties, no event or condition has occurred or exists as a result of which any Termination Event could reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has occurred with respect to any Plan; (iii) each Plan has been maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no lien in favor of the PBGC or a Plan has arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all "benefit liabilities" (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (determined utilizing the actuarial assumptions used to fund such Plans), whether or not vested, did not, as of the last annual valuation date prior to the date on which this representation is made or 57

deemed made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued liabilities. (c) Neither the Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has incurred, or, to the knowledge of such parties, are reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower, nor any of its Subsidiaries, nor any ERISA Affiliate has received any notification pursuant to ERISA that any Multiemployer Plan is in reorganization (within the meaning of Section 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and, to the best knowledge of such parties, no Multiemployer Plan is reasonably expected to be in reorganization, insolvent, or terminated. (d) No nonexempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or is reasonably expected to subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for postretirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in material compliance with such sections. 6.15 SUBSIDIARIES. Set forth on Schedule 6.15 is a complete and accurate list of all Subsidiaries of each Credit Party and whether each such Person is a Material Subsidiary. Schedule 6.15 shall be updated by the Borrower within 120 days after the end of each calendar year and may be, but need not be, updated at any other time and from time to time by the Borrower by giving written notice thereof to the Administrative Agent. 6.16 USE OF PROCEEDS. The proceeds of the Loans hereunder will be used solely for the purposes specified in Section 7.10. No proceeds of the Loans hereunder have been or will be used for the Acquisition 58

of another Person unless the board of directors (or other comparable governing body) or stockholders, as appropriate, of such Person has approved such Acquisition. 6.17 GOVERNMENT REGULATION. (a) No proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U, or for the purpose of purchasing or carrying or trading in any securities. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in Regulation U. No Indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning of Regulation U or any "margin security" within the meaning of Regulation T. "Margin stock" within the meaning of Regulation U does not constitute more than 25% of the value of the consolidated assets of the Credit Parties and their Subsidiaries. None of the transactions contemplated by the Credit Documents (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of (i) the Securities Act or (ii) the Exchange Act. (b) No Credit Party is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940, each as amended. In addition, no Credit Party is (i) an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended, and is not controlled by an "investment company", or (ii) a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary" of a "holding company", within the meaning of the Public Utility Holding Company Act of 1935, as amended. (c) No director, executive officer or principal shareholder of any Credit Party is a director, executive officer or principal shareholder of any Lender. For the purposes hereof the terms "director", "executive officer" and "principal shareholder" (when used with reference to any Lender) have the respective meanings assigned thereto in Regulation O. 6.18 ENVIRONMENTAL MATTERS. Except as would not have or could not be reasonably expected to have a Material Adverse Effect: (a) Each of the Real Properties and all operations at the Real Properties are in compliance with all applicable Environmental Laws, and there is no violation of any Environmental Law with respect to the Real Properties or the businesses operated by the Credit Parties (the "Businesses"), and there are no conditions relating to the Businesses or 59

Real Properties that would reasonably be expected to give rise to liability under any applicable Environmental Laws. (b) No Credit Party has received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding Hazardous Materials or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor, to the knowledge of a Credit Party, is any such notice being threatened. (c) Hazardous Materials have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in each case by, or on behalf or with the permission of, a Credit Party in a manner that would give rise to liability under any applicable Environmental Laws. (d) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of a Credit Party, threatened under any Environmental Law to which a Credit Party is or will be named as a party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to a Credit Party, the Real Properties or the Businesses. (e) There has been no release (including, without limitation, disposal) or threat of release of Hazardous Materials at or from the Real Properties, or arising from or related to the operations of a Credit Party in connection with the Real Properties or otherwise in connection with the Businesses where such release constituted a violation of, or would give rise to liability under, any applicable Environmental Laws. (f) None of the Real Properties contains, or has previously contained, any Hazardous Materials at, on or under the Real Properties in amounts or concentrations that, if released, constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (g) No Credit Party has assumed any liability of any Person (other than another Credit Party or Subsidiary thereof) under any Environmental Law. 6.19 INTELLECTUAL PROPERTY. Each Credit Party owns, or has the legal right to use, all patents, trademarks, service marks, tradenames, copyrights, licenses, technology, know-how, processes and other rights (the "Intellectual Property"), free from burdensome restrictions, that are necessary for the operation of their respective businesses as presently conducted and as proposed to be conducted other than those the absence of which would not cause or could not reasonably be expected to cause a Material Adverse Effect. Except as would not have or could not be reasonably expected to have a Material Adverse Effect, (a) no holding, decision or judgment has been rendered by any 60

Governmental Authority which would limit, cancel or question the validity of any Intellectual Property and (b) no action or proceeding is pending that seeks to limit, cancel or question the validity of any Intellectual Property or which, if adversely determined, would have a material adverse effect on the value of any Intellectual Property. 6.20 SOLVENCY. Each Credit Party is, and after consummation of the transactions contemplated by this Credit Agreement will be, Solvent. 6.21 INVESTMENTS. All Investments of each Credit Party are (a) as set forth on Schedule 6.21(b) or (b) Permitted Investments. 6.22 DISCLOSURE. Neither this Credit Agreement nor any other Credit Document or financial statement delivered to the Administrative Agent or the Lenders by or on behalf of any Credit Party in connection with the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein, taken as a whole, not misleading. 6.23 LICENSES, ETC. Except as would not have or could not be reasonably expected to have a Material Adverse Effect, the Credit Parties have obtained and hold in full force and effect, all material franchises, licenses, permits, certificates, authorizations, qualifications, accreditations, easements, rights of way and other rights, consents and approvals which are necessary for the operation of their respective businesses as presently conducted. 6.24 BURDENSOME RESTRICTIONS. No Credit Party is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any Requirement of Law which, individually or in the aggregate, would have or could be reasonably expected to have a Material Adverse Effect. 6.25 LABOR CONTRACTS AND DISPUTES. Except as disclosed on Schedule 6.25, (a) there is no collective bargaining agreement or other labor contract covering employees of any Credit Party; (b) no union or other labor organization is seeking to organize, or be recognized as, a collective bargaining unit of employees of any Credit Party; and (c) there is no pending or, to any Credit Party's knowledge, threatened strike, work stoppage, material unfair labor practice claim or other material labor 61

dispute against or affecting any Credit Party or its employees which, individually or in the aggregate, would have or could be reasonably expected to have a Material Adverse Effect. 6.26 BROKER'S FEES. No Credit Party will pay or agree to pay, or reimburse any other Person with respect to, any finder's, broker's, investment banking or other similar fee in connection with any of the transactions contemplated under the Credit Documents. SECTION 7 AFFIRMATIVE COVENANTS The Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest and fees and other obligations then due and payable hereunder, have been paid in full (other than any such obligations which by the terms thereof are stated to survive termination of the Credit Documents) and the Commitments hereunder shall have terminated: 7.1 INFORMATION COVENANTS. The Borrower will furnish, or cause to be furnished, to the Administrative Agent and each of the Lenders: (a) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of the Borrower, a consolidated and consolidating balance sheet and income statement of the Borrower and its Subsidiaries, as of the end of such fiscal year, together with related consolidated and consolidating statements of operations, retained earnings, shareholders equity and cash flows for such fiscal year, setting forth in comparative form consolidated and consolidating figures for the preceding fiscal year, all such financial information described above to be in reasonable form and detail and audited by independent certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any manner, except for qualifications resulting from changes in GAAP and required or approved by the Borrower's independent certified public accountants. It is specifically understood and agreed that failure of the annual financial statements to be accompanied by an opinion of such accountants in form and substance as provided herein shall constitute an Event of Default hereunder. (b) Quarterly Statements. As soon as available, and in any event within 60 days after the close of each fiscal quarter (other than the fourth fiscal quarter, in which case 120 days after the end thereof) of each fiscal year of the Borrower, a consolidated 62

and consolidating balance sheet and income statement of the Borrower and its Subsidiaries, as of the end of such quarter, together with related consolidated and consolidating statements of operations, retained earnings, shareholders' equity and cash flow for such quarter, in each case setting forth in comparative form consolidated and consolidating figures for the corresponding period of the preceding fiscal year, all such financial information described above to be in reasonable form and detail and reasonably acceptable to the Administrative Agent and accompanied by a certificate of the chief financial officer of the Borrower to the effect that such consolidated and consolidating statements are true and correct and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments. (c) Officer's Certificate. At the time of delivery of the financial statements provided for in Sections 7.1(a) and 7.1 (b) above, a certificate of an Authorized Officer of the Borrower substantially in the form of Exhibit 7.1(c), (i) demonstrating compliance with the financial covenants contained in Section 7.2 by calculation thereof as of the end of each such period, (ii) calculating the Interest Coverage Ratio of the Borrower and its Subsidiaries for the twelve month period ending on the date of such financial statements, (iii) demonstrating compliance with any other terms of this Credit Agreement as requested by the Administrative Agent and (iv) stating that no Default or Event of Default exists, or if any Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto. If necessary, the Borrower shall deliver financial statements prepared in accordance with GAAP as of the Closing Date, to the extent GAAP has changed since the Closing Date, in order to show compliance with the terms of this Credit Agreement, including Section 7.2. In addition, at the time of any Investment pursuant to clause (j) of the definition of Permitted Investments in excess of $10,000,000, a certificate of an Authorized Officer of the Borrower stating that after giving effect to such Investment on a pro forma basis no Default or Event of Default will exist or be continuing as a result of such Investment. (d) Reports. Promptly upon transmission or receipt thereof, (a) copies of any public filings and registrations with, and reports to or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as the Borrower or any of its Subsidiaries shall send to its shareholders generally and (b) upon the written request of the Administrative Agent, all reports and written information to and from the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor agencies or authorities concerning environmental, health or safety matters. (e) Notices. Upon an executive officer of a Credit Party obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent (a) immediately of the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action the Credit Parties propose to take with respect thereto, and (b) promptly, but in any event within five 63

Business Days, after the occurrence of any of the following with respect to any Credit Party: (i) the pendency or commencement of any litigation, arbitral or governmental proceeding against a Credit Party which if adversely determined would have or could be reasonably expected to have a Material Adverse Effect, (ii) the institution of any proceedings against a Credit Party with respect to, or the receipt of written notice by such Person of potential liability or responsibility for violation, or alleged violation, of any federal, state or local law, rule or regulation (including but not limited to, Environmental Laws), the violation of which would have or could be reasonably expected to have a Material Adverse Effect, (iii) the occurrence of an event or condition which shall constitute a default or event of default under any Indebtedness of a Credit Party in excess of $10,000,000, other than Non-Recourse Land Financing, or (iv) any loss of or damage to any property of a Credit Party or the commencement of any proceeding for the condemnation or other taking of any property of a Credit Party having a value of $10,000,000 or more. (f) ERISA. Upon any of the Credit Parties or any ERISA Affiliate obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent promptly (and in any event within two Business Days) of: (i) any event or condition, including, but not limited to, any Reportable Event, that constitutes, or might reasonably lead to, a Termination Event; (ii) with respect to any Multiemployer Plan, the receipt of notice as prescribed in ERISA or otherwise of any withdrawal liability assessed against the Credit Parties or any of their ERISA Affiliates, or of a determination that any Multiemployer Plan is in reorganization or insolvent (both within the meaning of Title IV of ERISA); (iii) the failure to make full payment on or before the due date (including extensions) thereof of all amounts which a Credit Party or any ERISA Affiliates is required to contribute to each Plan pursuant to its terms and as required to meet the minimum funding standard set forth in ERISA and the Code with respect thereto; or (iv) any change in the funding status of any Plan that would have or could be reasonably expected to have a Material Adverse Effect; together with a description of any such event or condition or a copy of any such notice and a statement by the principal financial officer of the Borrower briefly setting forth the details regarding such event, condition, or notice, and the action, if any, which has been or is being taken or is proposed to be taken by the Credit Parties with respect thereto. Promptly upon request, a Credit Party shall furnish the Administrative Agent and each of the Lenders with such additional information concerning any Plan as may be reasonably requested, including, but not limited to, copies of each annual report/return (Form 5500 series), as well as all schedules and attachments thereto required to be filed with the Department of Labor and/or the Internal Revenue Service pursuant to ERISA and the Code, respectively, for each "plan year" (within the meaning of Section 3(39) of ERISA). (g) Environmental. (i) Subsequent to a notice from any Governmental Authority where the subject matter of such notice would reasonably cause concern or during the existence of an Event of Default, and upon the written request of the Administrative 64

Agent, the Credit Parties will furnish or cause to be furnished to the Administrative Agent, at the Credit Parties' expense, a report of an environmental assessment of reasonable scope, form and depth, including, where appropriate, invasive soil or groundwater sampling, by a consultant reasonably acceptable to the Administrative Agent addressing the subject of such notice or, if during the existence of an Event of Default, regarding any release or threat of release of Hazardous Materials on any Real Property and the compliance by the Credit Parties with Environmental Laws. If the Credit Parties fail to deliver such an environmental assessment within sixty (60) days after receipt of such written request, then the Administrative Agent may arrange for same, and the Credit Parties hereby grant to the Administrative Agent and its representatives access to the Real Properties and a license of a scope reasonably necessary to undertake such an assessment (including, where appropriate, invasive soil or groundwater sampling). The reasonable cost of any assessment arranged for by the Administrative Agent pursuant to this provision will be payable by the Credit Parties on demand. (ii) Each Credit Party will conduct and complete all investigations, studies, sampling and testing and all remedial, removal and other actions necessary to address all Hazardous Materials on, from, or affecting any Real Property to the extent necessary to be in compliance with all Environmental Laws and all other applicable federal, state, and local laws, regulations, rules and policies and with the orders and directives of all Governmental Authorities exercising jurisdiction over such Real Property to the extent any failure would have or could be reasonably expected to have a Material Adverse Effect. (h) Other Information. As soon as available and in any event within 60 days of each fiscal quarter (or within 120 days of the fourth fiscal quarter), a "Land Report" and a "Consolidated Sales and Construction Activity Report" and with reasonable promptness upon any request, such other information regarding the business, properties or financial condition of the Credit Parties as the Administrative Agent or the Lenders may reasonably request. 7.2 FINANCIAL COVENANTS. (a) Debt to Capitalization Ratio. As of the last day of each fiscal quarter of the Borrower (beginning with the fiscal quarter ending June 30, 2003), the Debt to Capitalization Ratio shall be less than or equal to 0.50 to 1.0. (b) Tangible Net Worth. As of the last day of each fiscal quarter of the Borrower (beginning with the fiscal quarter ending June 30, 2003), Tangible Net Worth shall be greater than or equal to the sum of (i) $1,921,826,000, plus (ii) 50% of the cumulative Net Income of the Borrower and its Subsidiaries (without deduction for losses) earned for each completed fiscal quarter subsequent to June 30, 2003 to the date of determination. 65

(c) Interest Coverage Ratio. As of the last day of each fiscal quarter of the Borrower (beginning with the fiscal quarter ending June 30, 2003), the Interest Coverage Ratio shall be greater than 2.0 to 1.0. 7.3 PRESERVATION OF EXISTENCE AND FRANCHISES. Except as permitted by Section 8.4, each of the Credit Parties will do all things necessary to preserve and keep in full force and effect its (a) existence, rights and franchises and (b) authority, unless failure to preserve and keep in full force and effect its authority would not have or could not be reasonably expected to have a Material Adverse Effect. 7.4 BOOKS AND RECORDS. Each of the Credit Parties will keep complete and accurate books and records of its transactions in accordance with GAAP (including the establishment and maintenance of appropriate reserves). 7.5 COMPLIANCE WITH LAW. Each of the Credit Parties will materially comply with all material laws, rules, regulations and orders, and all applicable material restrictions imposed by all Governmental Authorities, applicable to it and its property (including, without limitation, Environmental Laws). 7.6 PAYMENT OF TAXES AND OTHER INDEBTEDNESS. Each of the Credit Parties will pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) all of its other Indebtedness as it shall become due (to the extent such repayment is not otherwise prohibited by this Credit Agreement); provided, however, that a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) would have or could be reasonably expected to have a Material Adverse Effect. 7.7 INSURANCE. Each of the Credit Parties will at all times maintain in full force and effect insurance (including worker's compensation insurance, liability insurance, casualty insurance and business interruption insurance) from insurance companies of recognized national standing, in such amounts, covering such risks and liabilities and with such deductibles or self-insurance retentions as are in accordance with normal industry practice. 66

7.8 MAINTENANCE OF PROPERTY. Each of the Credit Parties will maintain and preserve its properties, equipment and other assets in good repair, working order and condition, normal wear and tear excepted, and will make, or cause to be made, in such properties and equipment from time to time all repairs, renewals, replacements, extensions, additions, betterments and improvements thereto as may be needed or proper, to the extent and in the manner customary for companies in similar businesses, unless the failure to do so would not have or could not be reasonably expected to have a Material Adverse Effect. 7.9 PERFORMANCE OF OBLIGATIONS. Each of the Credit Parties will perform in all material respects all of its obligations under the terms of all material agreements, indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it or its property is bound, unless the failure to do so would not have or could not be reasonably expected to have a Material Adverse Effect. 7.10 USE OF PROCEEDS. The Credit Parties will use the proceeds/availability of the Loans solely (a) to repay Indebtedness owing under the Existing Credit Agreement, (b) to provide working capital for the Credit Parties and (c) for general corporate purposes of the Credit Parties. 7.11 AUDITS/INSPECTIONS. Upon reasonable notice and during normal business hours, each Credit Party will permit representatives appointed by the Administrative Agent, including, without limitation, independent accountants, agents, attorneys and appraisers, to visit and inspect such Credit Party's property, including its books and records, its accounts receivable and inventory, its facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders. The Borrower shall pay the Administrative Agent's reasonable costs of any inspections or investigations conducted following the occurrence and during the continuance of an Event of Default. 7.12 ADDITIONAL CREDIT PARTIES. At the time any Person becomes a Material Subsidiary of a Credit Party, the Borrower shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof or within such longer period of time as agreed to by the Administrative Agent) shall cause such Person to (a) execute a Supplemental Guaranty and (b) deliver to the Administrative Agent such other documentation as the Administrative Agent may reasonably request, including, without limitation, certified copies of resolutions and other corporate, limited liability company or partnership documents and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent. The Administrative Agent and the Lenders agree that upon any Subsidiary (other than a REIT) ceasing to be a Material 67

Subsidiary, upon receipt by the Administrative Agent of evidence thereof, the Administrative Agent shall, upon the Borrower's written request, execute, at the Borrower's expense, such release documentation as is necessary to release such Subsidiary from its Guaranty Obligations hereunder and such Subsidiary shall no longer be a Guarantor. 7.13 REIT REQUIREMENTS. Notwithstanding anything to the contrary contained in Section 7.12, (i) each REIT will at all times be a Guarantor and will not be released from its obligations under its Guaranty if it shall cease to be a Material Subsidiary and (ii) each REIT shall enter into the Intercreditor Agreement as a subsidiary creditor. SECTION 8 NEGATIVE COVENANTS The Borrower hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest, fees and other obligations then due and payable hereunder, have been paid in full (other than any such obligations which by the terms thereof are stated to survive termination of the Credit Documents) and the Commitments hereunder shall have terminated: 8.1 INDEBTEDNESS. No Credit Party will contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness arising under this Credit Agreement and the other Credit Documents; (b) Indebtedness existing as of the Closing Date as referenced in Section 6.10 (and renewals, refinancings, replacements or extensions thereof on terms and conditions no more favorable, in the aggregate, to the applicable creditor than such existing Indebtedness and in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing, replacement or extension); (c) Indebtedness in respect of current accounts payable and accrued expenses incurred in the ordinary course of business and to the extent not current, accounts payable and accrued expenses that are subject to bona fide dispute; (d) Indebtedness owing by a Credit Party to another Credit Party; (e) Indebtedness arising from Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; 68

(f) Indebtedness arising from judgments that do not cause an Event of Default; (g) secured Indebtedness in connection with Non-Recourse Land Financing existing on the Closing Date and Non-Recourse Land Financing with respect to real property acquired after the Closing Date; (h) Indebtedness owing by a Credit Party to a REIT; provided that (i) such REIT shall be a Guarantor, (ii) such REIT shall have entered into the Intercreditor Agreement, (iii) such REIT shall be in compliance with the terms of Section 8.14 and (iv) such REIT shall qualify as a real estate investment trust under applicable tax laws; (i) other secured Indebtedness up to $200,000,000, in the aggregate, at any one time outstanding; and (j) other unsecured Indebtedness so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 7.2. 8.2 LIENS. No Credit Party will contract, create, incur, assume or permit to exist any Lien with respect to any of its property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or after acquired, except for Permitted Liens. 8.3 NATURE OF BUSINESS. No Credit Party will materially alter the character of its business from that conducted as of the Closing Date or engage in any business other than the business conducted as of the Closing Date and activities which are substantially similar or related thereto or logical extensions thereof. 8.4 CONSOLIDATION AND MERGER. No Credit Party will enter into any transaction of merger or consolidation or liquidate, wind up or dissolve itself; provided that a Credit Party may merge or consolidate with or into another Person if the following conditions are satisfied: (a) the Administrative Agent is given prior written notice of such action; (b) the Person formed by such consolidation or into which such Credit Party is merged shall either (i) be a Credit Party or (ii) expressly assume in writing all of the obligations of a Credit Party under the Credit Documents; provided that if the transaction is between the Borrower and another Person, the Borrower must be the surviving entity; (c) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and 69

(d) the Borrower delivers to the Administrative Agent an opinion of counsel stating that such consolidation or merger and any written agreement entered into in connection therewith, comply with this Section 8.4. 8.5 SALE OR LEASE OF ASSETS. No Credit Party will convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business or assets whether now owned or hereafter acquired, including, without limitation, inventory, receivables, equipment, real property interests (whether owned or leasehold), and securities, other than (a) any inventory sold or otherwise disposed of in the ordinary course of business; (b) the sale, lease, transfer or other disposal by a Credit Party of any or all of its assets to another Credit Party; (c) obsolete, slowmoving, idle or worn-out assets no longer used or useful in its business; (d) the transfer of assets which constitute a Permitted Investment; (e) any Equity Issuance by the Borrower; (f) the sale, lease or sublease of real property interests in the ordinary course of business; (g) the sale, transfer or other disposal for fair market value of all or substantially all of the Capital Stock or assets of a Guarantor to a Person that is not a Credit Party; provided that (i) after giving effect to any such sale, transfer or other disposal, the Credit Parties shall be in compliance with all of the terms and conditions of this Credit Agreement and the other Credit Documents, including, without limitation, the terms of Section 7.12 and the definition of Material Subsidiary, (ii) the net cash proceeds from any such sale, transfer or other disposal shall be (A) first, applied to all outstanding Reimbursement Obligations, (B) second, applied to all outstanding Swingline Loans (first to Floating Rate Loans and then to Index Rate Swingline Loans in direct order of Interest Period maturities), (C) third, applied to all outstanding Revolving Loans (first to Floating Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities) and (D) fourth, reinvested in the business of the Credit Parties or used by the Credit Parties in the ordinary course of business within 90 days after the closing of such transfer, sale or other disposal and (iii) promptly after the net cash proceeds from any such sale, transfer or other disposal have been so utilized, the Borrower shall deliver to the Administrative Agent a certificate executed by an Authorized Officer certifying on behalf of the Borrower (A) as to the amount of such net cash proceeds and (B) that such net cash proceeds have been reinvested in accordance with the terms of the foregoing clause (ii), and (h) other sales of assets in the ordinary course of business so long as, after giving effect thereto, the Borrower is in compliance with the financial covenants set forth in Section 7.2. 8.6 SALE AND LEASEBACK. No Credit Party will enter into any Sale and Leaseback Transaction, unless each of the following conditions is satisfied: (a) such Credit Party shall promptly give notice of such sale or transfer to the Administrative Agent; (b) the net proceeds of such sale or transfer are at least equal to the fair value (as determined in good faith by a resolution of such Credit Party's board of directors, a copy of which has been delivered by the Credit Party to the Administrative Agent) of the property which is the subject of such sale or transfer; and (c) such Credit Party shall apply, within 365 days after the effective date of such sale or transfer, or shall have committed within one year after such effective date to apply, an amount at least equal to the net proceeds of the sale or 70

transfer of the property which is the subject of such sale or transfer to (A) the repayment of the Loans or (B) the repayment of other Indebtedness owing by any Credit Party or (C) the purchase of property by such Credit Party substantially similar to the property that was the subject of such sale or transfer or (D) in part to such repayment and in part to such purchase or property; provided, however, that if such Credit Party commits to apply an amount at least equal to the net proceeds of a sale or transfer to the repayment of the Loans, the repayment of other Indebtedness or the purchase of property, such commitment shall be made in a written instrument delivered by such Credit Party to the Administrative Agent and shall require such Credit Party to so apply said amount within 18 months after the effective date of such sale or transfer, and it shall constitute a breach of the provisions of this Section 8.6 if such Credit Party shall fail so to apply said amount in satisfaction of such commitment. 8.7 ADVANCES, INVESTMENTS AND LOANS. No Credit Party will make any Investments except for Permitted Investments. 8.8 RESTRICTED PAYMENTS. No Credit Party will, directly or indirectly, use proceeds of Loans to pay dividends or make any other distribution (excluding repurchases of shares of Capital Stock) upon any shares of its Capital Stock of any class. 8.9 TRANSACTIONS WITH AFFILIATES. No Credit Party will enter into any material transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder, Subsidiary or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm's-length transaction with a Person other than an officer, director, shareholder, Subsidiary or Affiliate. 8.10 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS. No Credit Party will (a) change its fiscal year or (b) in any manner that would reasonably be likely to adversely affect the rights of the Lenders, change its articles or certificate of incorporation or its bylaws, except as permitted by Section 8.4. 8.11 NO LIMITATIONS. No Credit Party will directly or indirectly, create or otherwise cause, incur, assume, suffer or permit to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Person to (a) pay dividends or make any other distribution on any of such Person's Capital Stock, (b) pay any Indebtedness owed to any other Credit Party, (c) make loans or advances to any other Credit Party or (d) transfer any of its property to any other Credit Party, except for encumbrances or restrictions existing under or by reason of (i) customary non-assignment or net worth provisions in any lease governing a leasehold interest, (ii) any agreement or 71

other instrument of a Person existing at the time it becomes a Subsidiary of a Credit Party; provided that such encumbrance or restriction is not applicable to any other Person, or any property of any other Person, other than such Person becoming a Subsidiary of a Credit Party and was not entered into in contemplation of such Person becoming a Subsidiary of a Credit Party, and (iii) this Credit Agreement and the other Credit Documents. 8.12 NO OTHER NEGATIVE PLEDGES. No Credit Party will enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation except as set forth in (a) the Credit Documents and (b) any bond indenture or equivalent instrument (or any amendment or supplement thereto) to which such Credit Party is now or hereafter a party. 8.13 OTHER INDEBTEDNESS. No Credit Party will, if any Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (a) with respect to any Indebtedness (other than the Indebtedness under the Credit Documents) of such Credit Party, shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof or (b) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Indebtedness (other than the Indebtedness under the Credit Documents) of such Credit Party. 8.14 RESTRICTIONS ON THE REITs. No REIT will engage in any activities or operations whatsoever other than (a) general administrative and other functions permitted by law, (b) possessing any promissory notes that evidence the Indebtedness permitted by Section 8.1(h) and receiving payments of principal and interest on such promissory notes, (c) possessing any other "real estate assets" within the meaning of Section 856(c)(5) of the Code for purposes of satisfying the requirements for a real estate investment trust under applicable tax laws, (d) making or consenting to dividends and distributions to a Credit Party and (e) notwithstanding the foregoing, any other functions or other activities that are now or may become required or permitted of a REIT for purposes of satisfying the requirements for a real estate investment trust under applicable tax laws. Notwithstanding the terms of Sections 8.1 and 8.2, (i) no REIT will incur any Indebtedness other than (A) its obligations under the Guaranty, (B) accounts payable incurred for general administrative and other functions of such REIT permitted by law in an amount not to exceed $100,000 at any time outstanding, and (C) Indebtedness to the Borrower or any other Credit Party and (ii) no REIT will contract, create, incur, assume or permit to exist any Lien with respect to any of its property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or after acquired, except for Liens in 72

favor of the Administrative Agent and Permitted Liens relating to the possession and operation of its real property and other assets. SECTION 9 EVENTS OF DEFAULT 9.1 EVENTS OF DEFAULT. An Event of Default shall exist upon the occurrence, and during the continuation, of any of the following specified events (each an "Event of Default"): (a) Payment. The Borrower shall default in the payment (i) when due of any principal of any of the Loans or any Reimbursement Obligations or (ii) within five Business Days of when due of any interest on the Loans or any Reimbursement Obligations or any fees or other amounts owing hereunder, under any of the other Credit Documents or in connection herewith. (b) Representations. Any representation, warranty or statement made or deemed to be made by any Credit Party herein, in any of the other Credit Documents, or in any statement or certificate delivered or required to be delivered pursuant hereto or thereto shall prove untrue in any material respect on the date as of which it was made or deemed to have been made. (c) Covenants. The Borrower shall: (i) default in the due performance or observance of any term, covenant or agreement contained in Sections 7.2, 7.10 or 8.1 through 8.14 inclusive; (ii) default in the due performance or observance of any term, covenant or agreement contained in Sections 7.1, 7.3, 7.5 or 7.11 and such default shall continue unremedied for a period of five Business Days after the earlier of the Borrower becoming aware of such default or notice thereof given by the Administrative Agent; or (iii) default in the due performance or observance by it of any term, covenant or agreement (other than those referred to in subsections (a), (b) or (c)(i) or (c)(ii) of this Section 9.1) contained in this Credit Agreement and such default shall continue unremedied for a period of at least 30 days after the earlier of the Borrower becoming aware of such default or written notice thereof given by the Administrative Agent. (d) Other Credit Documents. (i) Any Credit Party shall default in the due performance or observance of any term, covenant or agreement in any of the other Credit Documents and such default shall continue unremedied for a period of at least 30 days 73

after the earlier of a Credit Party becoming aware of such default or written notice thereof given by the Administrative Agent, or (ii) any Credit Document shall fail to be in full force and effect or any Credit Party shall so assert or any Credit Document shall fail to give the Administrative Agent and the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby. (e) Guaranties. Any Guaranty or any provision thereof shall cease to be in full force and effect, or any Guarantor thereunder or any Person acting by or on behalf of such Guarantor shall deny or disaffirm such Guarantor's obligations under such Guaranty. (f) Bankruptcy, etc. The occurrence of any of the following: (i) a court or governmental agency having jurisdiction shall enter a decree or order for relief in respect of any Credit Party or any of its Subsidiaries in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of any Credit Party or any of its Subsidiaries or for any substantial part of its property or ordering the winding up or liquidation of its affairs; or (ii) an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect is commenced against any Credit Party or any of its Subsidiaries and such petition remains unstayed and in effect for a period of 60 consecutive days; or (iii) any Credit Party or any of its Subsidiaries shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of such Person or any substantial part of its property or make any general assignment for the benefit of creditors; or (iv) any Credit Party or any of its Subsidiaries shall admit in writing its inability to pay its debts generally as they become due or any action shall be taken by such Person in furtherance of any of the aforesaid purposes. (g) Defaults under Other Agreements. (i) A Credit Party shall default in the due performance or observance (beyond the applicable grace period with respect thereto) of any material obligation or condition of any contract or lease material to the Credit Parties taken as a whole to which it is a party or by which it or its property is bound; or (ii) With respect to any Indebtedness of a Credit Party the principal amount of which is in excess of $10,000,000 (other than Indebtedness outstanding under this Credit Agreement and Non-Recourse Land Financing), (A) any such Credit Party shall (x) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (y) default (after giving effect to any applicable grace period) in the observance or performance relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist, the effect of which default or other event or condition is to cause 74

the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause (determined without regard to whether any notice or lapse of time is required) any such Indebtedness to become due prior to its stated maturity; (B) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment prior to the stated maturity thereof; or (C) any such Indebtedness shall mature and remain unpaid. (h) Judgments. Any judgment, order, or decree (including, without limitation, any judgment, order, or decree with respect to any litigation disclosed pursuant to the Credit Documents) shall be entered against any one or more of the Credit Parties involving a liability of $25,000,000 or more (to the extent not paid or covered by insurance provided by a carrier who has acknowledged coverage and in any event not including any Non-Recourse Land Financing), and such judgment, order or decree (i) is the subject of any enforcement proceeding commenced by any creditor or (ii) shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (A) the last day on which such judgment, order or decree becomes final and unappealable or (B) 30 days. (i) ERISA. The occurrence of any of the following events or conditions: (A) any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA and Section 412 of the Code, whether or not waived, shall exist with respect to any Plan, or any Lien shall arise on the assets of any Credit Party, any of its Subsidiaries or any ERISA Affiliate in favor of the PBGC or a Plan; (B) a Termination Event shall occur with respect to a Single Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in the termination of such Plan for purposes of Title IV of ERISA; (C) a Termination Event shall occur with respect to a Multiemployer Plan or Multiple Employer Plan, which is, in the reasonable opinion of the Administrative Agent, likely to result in (i) the termination of such Plan for purposes of Title IV of ERISA, or (ii) any Credit Party, any of its Subsidiaries or any ERISA Affiliate incurring any liability in connection with a withdrawal from, reorganization of (within the meaning of Section 4241 of ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of such Plan; or (D) any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility shall occur which may subject any Credit Party, any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Credit Party, any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (j) Ownership. There shall occur a Change of Control. 9.2 ACCELERATION; REMEDIES. Upon the occurrence and during the continuance of an Event of Default, and at any time thereafter unless and until such Event of Default has been waived in writing by the Required 75

Lenders (or the Lenders as may be required hereunder), the Administrative Agent shall, upon the request and direction of the Required Lenders, by written notice to the Borrower, take the following actions without prejudice to the rights of the Administrative Agent or any Lender or LC Issuer to enforce its claims against the Credit Parties, except as otherwise specifically provided for herein: (a) Termination of Commitments. Declare the Commitments terminated whereupon the Commitments and the obligation and power of the LC Issuers to issue Facility LCs shall be immediately terminated. (b) Acceleration of Loans. Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or obligations of any and every kind owing by a Credit Party to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. (c) Facility LC Collateral Account. Demand that the Borrower pay, and the Borrower shall be and become thereby unconditionally obligated to pay, to the Administrative Agent an amount in immediately available funds, which funds shall be held in the Facility LC Collateral Account, equal to the difference of (x) the amount of Facility LC Obligations at such time, less (y) the amount (if any) on deposit in the LC Collateral Account at such time which is free and clear of all rights and claims of third parties and has not been applied against the Credit Party Obligations (such difference, the "Collateral Shortfall Amount"). (d) Enforcement of Rights. Enforce any and all rights and interests created and existing under the Credit Documents, including, without limitation, all rights and remedies against a Guarantor and all rights of set-off. Notwithstanding the foregoing, if an Event of Default specified in Section 9.1(f) shall occur, then (i) the Commitments and the obligation and power of the LC Issuers to issue Facility LCs shall automatically terminate, (ii) all Loans, all accrued interest in respect thereof, all accrued and unpaid fees and other Credit Party Obligations shall immediately become due and payable and (iii) the Borrower will also forthwith, and without any notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account, all without the giving of any notice or other action by the Administrative Agent or the Lenders, which notice or other action is expressly waived by the Borrower. Notwithstanding the fact that enforcement powers reside primarily with the Administrative Agent, each Lender has, to the extent permitted by law, a separate right of payment and shall be considered a separate "creditor" holding a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code or any other insolvency statute. 76

9.3 FACILITY LC COLLATERAL ACCOUNT. (a) If at any time while any Event of Default is continuing, the Administrative Agent determines that the Collateral Shortfall Amount at such time is greater than zero, the Administrative Agent may, and at the direction of the Required Lenders shall, make demand on the Borrower to pay, and the Borrower will, forthwith upon such demand and without any further notice or act, pay to the Administrative Agent the Collateral Shortfall Amount, which funds shall be deposited in the Facility LC Collateral Account. (b) The Administrative Agent may, at any time or from time to time after funds are deposited in the Facility LC Collateral Account, apply such funds to the payment of the Credit Party Obligations and any other amounts as shall from time to time have become due and payable by the Borrower to the Lenders or LC Issuers under the Credit Documents. (c) At any time while any Event of Default is continuing, neither the Borrower nor any Person claiming on behalf of or through the Borrower shall have any right to withdraw any of the funds held in the Facility LC Collateral Account. After all of the Credit Party Obligations have been indefeasibly paid in full and the Commitments have been terminated and no Facility LCs remain outstanding, any funds remaining in the Facility LC Collateral Account shall be returned by the Administrative Agent to the Borrower or paid to whomever may be legally entitled thereto at such time. (d) If at any time at which funds are being held in the Facility LC Collateral Account there exists no Event of Default, or the Required Lenders (or the Lenders as may be required hereunder) have waived in writing any such Event of Default, the Administrative Agent shall, upon written request of the Borrower, return such funds to the Borrower. 9.4 ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT. Notwithstanding any other provisions of this Credit Agreement, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent or any of the Lenders or LC Issuers in connection with enforcing the rights of the Lenders or LC Issuers under the Credit Documents; SECOND, to payment of any fees owed to the Administrative Agent or any Lender or LC Issuer; THIRD, to the payment of all accrued interest payable to the Lenders hereunder and all other obligations (other than those obligations to be paid pursuant to clause "FOURTH" or clause "FIFTH" below) which shall have become due and payable under the Credit Documents and not repaid pursuant to clauses "FIRST" and "SECOND" above; 77

FOURTH, to the payment of the outstanding principal amount of the Loans and Reimbursement Obligations, pro rata as set forth below; FIFTH, to the Administrative Agent for deposit in the Facility LC Collateral Account to the extent of any Collateral Shortfall Amount; and SIXTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans held by such Lender bears to the aggregate then outstanding Loans) of amounts available to be applied. SECTION 10 AGENCY PROVISIONS 10.1 APPOINTMENT; NATURE OF RELATIONSHIP. Bank One is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Administrative Agent") hereunder and under each other Credit Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Credit Documents. The Administrative Agent agrees to act as such contractual representative upon the express conditions contained in this Section 10. Notwithstanding the use of the defined term "Administrative Agent," it is expressly understood and agreed that the Administrative Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Credit Document and that the Administrative Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Credit Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of the term "secured party" as defined in the Illinois Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Credit Documents. Each of the Lenders hereby agrees to assert no claim against the Administrative Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives. 78

10.2 POWERS. The Administrative Agent shall have and may exercise such powers under the Credit Documents as are specifically delegated to the Administrative Agent by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action thereunder except any action specifically provided by the Credit Documents to be taken by the Administrative Agent. 10.3 GENERAL IMMUNITY. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender or LC Issuer for any action taken or omitted to be taken in good faith by it or them hereunder or under any other Credit Document or in connection herewith or therewith except to the extent such action or inaction is determined in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the gross negligence or willful misconduct of such Person or from breach of such Person's express obligations under this Agreement. 10.4 NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection with any Credit Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements of any obligor under any Credit Document, including, without limitation, any agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any condition specified in Section 5, except receipt of items required to be delivered solely to the Administrative Agent; (d) the existence or possible existence of any Event of Default or Default (other than an Event of Default under Section 9.1(a)); (e) the validity, enforceability, effectiveness, sufficiency or genuineness of any Credit Document or any other instrument or writing furnished in connection therewith; (f) the value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g) the financial condition of the Borrower or any Guarantor or of any of the Borrower's or any such Guarantor's respective Subsidiaries. The Administrative Agent shall have no duty to disclose to the Lenders information that is not required to be furnished by the Borrower to the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the Administrative Agent (either in its capacity as Administrative Agent or in its individual capacity). 10.5 ACTION ON INSTRUCTIONS OF LENDERS. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, hereunder and under any other Credit Document in accordance with written instructions signed by the Required Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders. The Lenders hereby acknowledge that the Administrative Agent shall be under no duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement or any other Credit Document unless 79

it shall be requested in writing to do so by the Required Lenders. The Administrative Agent shall be fully justified in failing or refusing to take any action hereunder and under any other Credit Document unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action. 10.6 EMPLOYMENT OF AGENTS AND COUNSEL. The Administrative Agent may execute any of its duties as Administrative Agent hereunder and under any other Credit Document by or through employees, agents, and attorneys-in-fact and shall not be answerable to the Lenders, except as to money or securities received by it or its authorized agents, for the default or misconduct of any such agents or attorneys-in-fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of counsel concerning the contractual arrangement between the Administrative Agent and the Lenders and all matters pertaining to the Administrative Agent's duties hereunder and under any other Credit Document. 10.7 RELIANCE ON DOCUMENTS; COUNSEL. The Administrative Agent shall be entitled to rely upon any Note, notice, consent, certificate, affidavit, letter, telegram, statement, paper or document believed by it to be genuine and correct and to have been signed or sent by the proper person or persons, and, in respect to legal matters, upon the opinion of counsel selected by the Administrative Agent, which counsel may be employees of the Administrative Agent. 10.8 ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The Lenders agree to reimburse and indemnify the Administrative Agent ratably in proportion of their respective Pro Rata Shares (i) for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Credit Documents, (ii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in connection with the preparation, execution, delivery, administration and enforcement of the Credit Documents (including, without limitation, for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders) and (iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Credit Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including, without limitation, for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of any of the terms of the Credit Documents or of any such other documents, provided that (i) no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct 80

of the Administrative Agent and (ii) any indemnification required pursuant to Section 3.13(b)(iv) shall, notwithstanding the provisions of this Section 10.8, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the Lenders under this Section 10.8 shall survive payment of the Obligations and termination of this Agreement. 10.9 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default or Default hereunder (other than an Event of Default under Section 9.1(a)) unless the Administrative Agent has received written notice from a Lender or the Borrower referring to this Agreement describing such Event of Default or Default and stating that such notice is a "notice of default." In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. 10.10 RIGHTS AS A LENDER. In the event the Administrative Agent is a Lender, the Administrative Agent shall have the same rights and powers hereunder and under any other Credit Document with respect to its Commitments and its Loans as any Lender and may exercise the same as though it were not the Administrative Agent, and the term "Lender" or "Lenders" shall, at any time when the Administrative Agent is a Lender, unless the context otherwise indicates, include the Administrative Agent in its individual capacity. The Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of trust, debt, equity or other transaction, in addition to those contemplated by this Agreement or any other Credit Document, with the Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby from engaging with any other Person. 10.11 LENDER CREDIT DECISION. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on the financial statements prepared by the Borrower and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Credit Documents. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Credit Documents. 10.12 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower, such resignation to be effective upon the appointment of a successor Administrative Agent or, if no successor Administrative Agent has been appointed, sixty (60) days after the retiring Administrative Agent gives notice of its intention to resign. The 81

Administrative Agent may be removed at any time with or without cause by written notice received by the Administrative Agent from the Required Lenders, such removal to be effective on the date specified by the Required Lenders, provided that, as long as no Event of Default has occurred that is continuing, such removal shall be subject to the approval of the Borrower, not to be unreasonably withheld or delayed. Upon any such resignation or removal, the Required Lenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, provided that, as long as no Event of Default has occurred that is continuing, the appointment of such successor Administrative Agent shall be subject to the approval of the Borrower, not to be unreasonably withheld or delayed. If no successor Administrative Agent shall have been so appointed by the Required Lenders within sixty (60) days after the resigning Administrative Agent's giving notice of its intention to resign, then the resigning Administrative Agent may appoint, on behalf of the Borrower and the Lenders, a successor Administrative Agent, provided that, as long as no Event of Default has occurred that is continuing, the appointment of such successor Administrative Agent shall be subject to the approval of the Borrower, not to be unreasonably withheld or delayed. Notwithstanding the previous sentence, the Administrative Agent may at any time without the consent of the Borrower or any Lender, appoint any of its Affiliates which is a commercial bank as a successor Administrative Agent hereunder. If the Administrative Agent has resigned or been removed and no successor Administrative Agent has been appointed, the Lenders may perform all the duties of the Administrative Agent hereunder and the Borrower shall make all payments in respect of the Obligations to the applicable Lender and for all other purposes shall deal directly with the Lenders. No successor Administrative Agent shall be deemed to be appointed hereunder until such successor Administrative Agent has accepted the appointment. Any such successor Administrative Agent shall be a commercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the resigning or removed Administrative Agent. Upon the effectiveness of the resignation or removal of the Administrative Agent, the resigning or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the Credit Documents. After the effectiveness of the resignation or removal of an Administrative Agent, the provisions of this Section 10 shall continue in effect for the benefit of such Administrative Agent in respect of any actions taken or omitted to be taken by it while it was acting as the Administrative Agent hereunder and under the other Credit Documents. In the event that there is a successor to the Administrative Agent by merger, or the Administrative Agent assigns its duties and obligations to an Affiliate pursuant to this Section 10.12, then the term "Prime Rate" as used in this Agreement shall mean the prime rate, base rate or other analogous rate of the new Administrative Agent. 10.13 ADMINISTRATIVE AGENT AND ARRANGER FEES. The Borrower agrees to pay to the Administrative Agent and the Arranger, for their respective accounts, the fees agreed to by the Borrower, the Administrative Agent and the Arranger pursuant to the Fee Letter or as otherwise agreed from time to time. 82

10.14 DELEGATION TO AFFILIATES. The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Sections 10 and 11. 10.15 AUTHORIZATION OF INTERCREDITOR AGREEMENT. Each of the Lenders hereby authorizes the Administrative Agent to enter into the Intercreditor Agreement on their behalf and to carry out the responsibilities and exercise the powers afforded the Administrative Agent therein. 10.16 DOCUMENTATION AGENT, SYNDICATION AGENT, ETC. None of the Lenders identified in this Agreement as a Documentation Agent or Syndication Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Administrative Agent in Section 10.11. 10.17 BENEFITS OF SECTION 10. None of the provisions of this Section 10 shall inure to the benefit of the Borrower or of any Person other than Administrative Agent and each of the Lenders and their respective successors and permitted assigns. Accordingly, neither the Borrower nor any Person other than Administrative Agent and the Lenders (and their respective successors and permitted assigns) shall be entitled to rely upon, or to raise as a defense, the failure of the Administrative Agent or any Lenders to comply with the provisions of this Section 10. SECTION 11 MISCELLANEOUS 11.1 NOTICES. Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered in writing, (b) when transmitted via telecopy (or other facsimile device) to the number set out below, (c) the Business Day following the day on which the same has been delivered prepaid (or on an invoice basis) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 11.1, or at such other address as such party may specify by written notice to the other parties hereto. 83

11.2 RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, upon the occurrence of an Event of Default and the commencement of remedies described in Section 9.2, each Lender, and each Affiliate of such Lender, is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender or its Affiliates (including, without limitation, branches or agencies of such Lender or its Affiliates wherever located) to or for the credit or the account of any Credit Party or any of its Subsidiaries against the Credit Party Obligations of such Credit Party, irrespective of whether the Administrative Agent or the Lenders shall have made any demand hereunder and although such Credit Party Obligations may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. The Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments hereunder pursuant to Section 11.3(e) or 3.8 may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder. 11.3 BENEFIT OF AGREEMENT. (a) Generally. This Credit Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that none of the Credit Parties may assign and transfer any of its interests (except as permitted by Section 8.4 or 8.5) without the prior written consent of the Lenders; and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth below in this Section 11.3. (b) Assignments. Each Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Loans, its Notes, and its Commitments); provided, however, that: (i) unless each of the Administrative Agent and (as long as no Event of Default exists) Borrower otherwise agrees, any such partial assignment shall be (A) in an amount at least equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (B) in an amount equal to such Lender's entire remaining Commitment; (ii) each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and 84

(iii) the parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an assignment agreement in substantially the form of Exhibit 11.3(b) (each an "Assignment Agreement"), together with a processing fee from the assignor of $3,500. Upon execution, delivery, and acceptance of such Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights (except its rights with respect to indemnification under the Credit Documents accruing prior to such assignment) and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the Borrower shall make appropriate arrangements so that, if required, new Notes are issued to the assignor and the assignee. If the assignee is not incorporated under the laws of the United States of America or a state thereof, it shall deliver to the Borrower and the Administrative Agent certification as to exemption from deduction or withholding of taxes in accordance with Section 3.13. By executing and delivering an Assignment Agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of any Credit Party or any of its Subsidiaries or the performance or observance by any Credit Party of any of its obligations under this Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such Assignment Agreement; (D) such assignee confirms that it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment Agreement; (E) such assignee will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; 85

and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a Lender. (c) Register. The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender hereunder for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (d) Acceptance. Upon its receipt of an Assignment Agreement executed by the parties thereto, together with any Note subject to such assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment Agreement has been completed and is in substantially the form of Exhibit 11.3(b) hereto, (i) accept such Assignment Agreement, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto. (e) Participations. Each Lender may sell participations to one or more Persons in all or a portion of its rights, obligations or rights and obligations under this Credit Agreement (including all or a portion of its Commitments and its Loans); provided, however, that (i) such Lender's obligations under this Credit Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participant shall be entitled to the benefit of the yield protection provisions contained in Sections 3.9 through 3.14, inclusive, and the right of set-off contained in Section 11.2, (iv) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Credit Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower relating to its Loans and its Notes and to approve any amendment, modification, or waiver of any provision of this Credit Agreement (other than amendments, modifications, or waivers decreasing the amount of principal of or the rate at which interest is payable on such Loans or Notes, extending any scheduled principal payment date or date fixed for the payment of interest on such Loans or Notes or fees (other than Administrative Fees) (other than as a result of the extension of the Maturity Date in accordance with the terms of Section 2.5), postponing the expiry date of any Facility LC beyond the Maturity Date, extending its Commitments or releasing all or substantially all of the Guarantors) and (v) such Lender shall provide written notice of any participation to the Borrower and the Administrative Agent. (f) Nonrestricted Assignments. Notwithstanding any other provision set forth in this Credit Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to 86

Regulation A and any Operating Circular issued by such Federal Reserve Bank. No such assignment shall release the assigning Lender from its obligations hereunder. (g) Information. Any Lender may furnish any information concerning the Borrower or any of its Subsidiaries in the possession of such Lender from time to time to assignees and participants (including prospective assignees and participants), subject, however, to the provisions of Section 11.16. 11.4 NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between the Borrower or any of its Subsidiaries and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Administrative Agent or any Lender would otherwise have. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Administrative Agent or the Lenders to any other or further action in any circumstances without notice or demand. 11.5 PAYMENT OF EXPENSES; INDEMNIFICATION. The Borrower agrees to: (a) pay all reasonable out-of-pocket costs and expenses of (i) the Administrative Agent and Arranger in connection with (A) the negotiation, preparation, execution and delivery, syndication and administration of this Credit Agreement and the other Credit Documents and the documents and instruments referred to therein, and (B) any amendment, waiver or consent relating hereto and thereto including, but not limited to, any such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by the Credit Parties under this Credit Agreement (including, without limitation, in the case of either (A) or (B) above, the reasonable fees and expenses of counsel to the Administrative Agent, who may or may not be employees of the Administrative Agent) and (ii) the Administrative Agent and the Lenders in connection with (A) enforcement and collection of the Credit Documents and the documents and instruments referred to therein, including, without limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent, who may or may not be employees of the Administrative Agent and each of the Lenders, and (B) any bankruptcy or insolvency proceeding of a Credit Party or any of its Subsidiaries and (b) indemnify the Administrative Agent, Arranger, each Lender and each of their officers, directors, employees, representatives, Affiliates and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses (including, without limitation, the reasonable fees and expenses of legal counsel (including the allocated cost of internal counsel) and settlement costs incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, Arranger or any Lender is a party thereto) related to (i) the entering into 87

and/or performance of any Credit Document or the use of proceeds of any Loans (including other Extensions of Credit) hereunder or the consummation of any other transactions contemplated in any Credit Document, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding, (ii) any Environmental Claim, (iii) any claims for Non-Excluded Taxes (but excluding in the case of clauses (i), (ii) and (iii) above, any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful misconduct on the part of the Person to be indemnified). 11.6 AMENDMENTS, WAIVERS AND CONSENTS. Subject to Section 11.16(b), neither this Credit Agreement nor any other Credit Document nor any of the terms hereof or thereof may be amended, changed, waived, discharged or terminated unless such amendment, change, waiver, discharge or termination is in writing and signed by the Required Lenders and the Credit Parties that are parties to the Credit Document being amended, changed or terminated or with respect to which such waiver or discharge is being given; provided that no such amendment, change, waiver, discharge or termination shall without the consent of each Lender affected thereby: (a) extend the Maturity Date (other than with the consent of the Extension Required Lenders pursuant to Section 2.5) or extend the expiry date of any Facility LC beyond the Maturity Date; (b) reduce the rate or extend the time of payment of interest or fees hereunder (it being understood and agreed that a waiver of the applicability of any post-default increase in interest rates shall not constitute a reduction in the rate of interest for purposes of this clause (b)); (c) reduce or waive the principal amount, or extend the date for payment of any Loan or any Reimbursement Obligation; (d) increase or extend any Commitment of a Lender (it being understood and agreed that a waiver of any Default or Event of Default or a waiver of any mandatory reduction in the Commitments or any increase in the Revolving Committed Amount pursuant to Section 2.1(e) shall not constitute a change in the terms of any Commitment of any Lender); (e) except as the result of or in connection with a merger or other disposition of a Credit Party permitted under Section 8.4, (i) release the Borrower from its obligations under the Credit Documents or (ii) release any Credit Party that individually or, together with any other Credit Party previously released or to be released simultaneously therewith, cumulatively accounts for more than 5% of Tangible Net Worth from its obligations under the Credit Documents; 88

(f) amend, modify or waive any provision of this Section 11.6 or Section 3.4(a), 3.4(b), 3.7, 3.8, 5.1, 5.2, 9.1 (a), 11.2, 11.3 or 11.5; (g) reduce any percentage specified in, or otherwise modify, the definition of Required Lenders set forth in Section 1.1; or (h) consent to the assignment or transfer by a Borrower or all or substantially all of the other Credit Parties of any of its or their rights and obligations under (or in respect of) the Credit Documents except as permitted thereby. Notwithstanding the above, no provision of Section 10 may be amended or modified without the consent of the Administrative Agent. No provision affecting the Swingline Loans may be amended or modified without the consent of the Swingline Lender. No provision affecting an LC Issuer may be amended or modified without its consent. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any reorganization plan that affects the Loans, LC Obligations or any other Credit Party Obligations and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. 11.7 COUNTERPARTS/TELECOPY. This Credit Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered. 11.8 HEADINGS. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Credit Agreement. 11.9 DEFAULTING LENDER. Each Lender understands and agrees that if such Lender is a Defaulting Lender then notwithstanding the provisions of Section 11.6 it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any matter (other than those provided for in Section 11.6(b), (c) and (d)) requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender. 89

11.10 SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES. All indemnities set forth herein and all representations and warranties made herein shall survive the execution and delivery of this Credit Agreement, the making of the Credit Extensions, and the repayment of the Loans and other Credit Party Obligations and the termination of the Commitments hereunder. 11.11 GOVERNING LAW; JURISDICTION. (a) CHOICE OF LAW. THE CREDIT DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (INCLUDING, WITHOUT LIMITATION, 735 ILCS SECTION 105/5-1 ET SEQ, BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS. (b) CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY CREDIT DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER OR LC ISSUER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER OR LC ISSUER OR ANY AFFILIATE OF THE ADMINISTRATIVE AGENT ANY LENDER OR LC ISSUER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS. 11.12 WAIVER OF JURY TRIAL. EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY. 90

11.13 SEVERABILITY. If any provision of any of the Credit Documents is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 11.14 FURTHER ASSURANCES. The Credit Parties agree, upon the request of the Administrative Agent, to promptly take such actions, as reasonably requested, as is necessary to carry out the intent of this Credit Agreement and the other Credit Documents. 11.15 ENTIRETY. This Credit Agreement together with the other Credit Documents and the Fee Letter represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein. 11.16 CONFIDENTIALITY. Each Lender agrees to hold any confidential information which it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure (i) to its Affiliates and to other Lenders and their respective Affiliates, who shall be advised of and directed to maintain the confidentiality of such information, (ii) to legal counsel, accountants, and other professional advisors to such Lender or to an assignee or participant of a Lender, who shall be advised of and directed to maintain the confidentiality of such information, (iii) to regulatory officials, (iv) to any Person as requested pursuant to or as required by law, regulation, or legal process, (v) to any Person in connection with any legal proceeding to which such Lender is a party, (vi) to such Lender's direct or indirect contractual counterparties in swap agreements or to legal counsel, accountants and other professional advisors to such counterparties, who shall be advised of and directed to maintain the confidentiality of such information, (vii) permitted by Section 11.3(g) and (viii) to rating agencies if requested or required by such agencies in connection with a rating relating to the Loans and other Extensions of Credit hereunder. Notwithstanding anything herein to the contrary, confidential information shall not include, and each Lender (and each employee, representative or other agent of any Lender) may disclose to any and all Persons, without limitation of any kind, the "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are or have been provided to such Lender relating to such tax treatment or tax structure; provided that with respect to any document or similar item that in either case contains information concerning such tax treatment or tax structure of the transactions contemplated hereby as well as other information, this 91

sentence shall only apply to such portions of the document or similar item that relate to such tax treatment or tax structure. 11.17 BINDING EFFECT; CONTINUING AGREEMENT. (a) This Credit Agreement shall become effective at such time when all of the conditions set forth in Section 5.1 have been satisfied or waived by the Lenders and it shall have been executed by the Borrower and the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns. (b) This Credit Agreement shall be a continuing agreement and shall remain in full force and effect until all Loans, interest, fees and other Credit Party Obligations have been paid in full and all Commitments have been terminated. Upon termination, the Credit Parties shall have no further obligations (other than the indemnification provisions that survive) under the Credit Documents; provided that should any payment, in whole or in part, of the Credit Party Obligations be rescinded or otherwise required to be restored or returned by the Administrative Agent or any Lender, whether as a result of any proceedings in bankruptcy or reorganization or otherwise, then the Credit Documents shall automatically be reinstated and all amounts required to be restored or returned and all costs and expenses incurred by the Administrative Agent or Lender in connection therewith shall be deemed included as part of the Credit Party Obligations. 11.18 NO CONSEQUENTIAL DAMAGES. Each party hereto waives any claim for consequential damages by reason of the breach of any provision of the Credit Documents by any other party. 92

Each of the parties hereto has caused a counterpart of this Credit Agreement to be duly executed and delivered as of the date first above written. BORROWER: PULTE HOMES, INC., a Michigan corporation
By: /s/ Bruce E. Robinson ------------------------------------Bruce E. Robinson Vice President and Treasurer

93

LENDERS: BANK ONE, NA, individually in its capacity as a Lender and in its capacity as the Administrative Agent
By: /s/ Allison L. Crayne ------------------------------------------Name: Allison L. Crayne ----------------------------------------Title: Associate Director

94

SCHEDULE 1
Lender -------------------------------------------------Bank One. NA Citicorp North America, Inc. Comerica Bank SunTrust Bank The Royal Bank of Scotland plc UBS AG, Cayman Islands Branch Credit Lyonnais New York Branch Guaranty Bank Standard Federal Bank N.A. Deutsche Bank Trust Company Americas Mizuho Corporate Bank, LTD. Washington Mutual Bank, FA The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch BNP Paribas PNC Bank, N.A. Compass Bank Fifth Third Bank, Eastern Michigan The Northern Trust Company The Norinchukin Bank, New York Branch The Bank of East Asia Limited TOTAL Commitment -----------$ 75,000,000 $ 75,000,000 $ 70,000,000 $ 70,000,000 $ 70,000,000 $ 70,000,000 $ 45,000,000 $ 45,000,000 $ 45,000,000 $ 40,000,000 $ 40,000,000 $ 40,000,000 $ 30,000,000 $ 30,000,000 $ 30,000,000 $ 25,000,000 $ 15,000,000 $ 15,000,000 $ 15,000,000 $ 5,000,000 $850,000,000 ============ Pro Rata Share -------------0.0887352942 0.0887352942 0.0823529412 0.0823529412 0.0823529412 0.0823529412 0.0529411765 0.0529411765 0.0529411765 0.0470588235 0.0470588235 0.0470588235 0.0352941176 0.0352941176 0.0352941176 0.0294117647 0.0176470588 0.0176470588 0.0176470588 0.0058823529 100% ============

SCHEDULE 1.1(b) EXISTING LETTERS OF CREDIT
BANK ---BANK ONE BANK BANK BANK BANK ONE ONE ONE ONE MARKET -----PHOENIX PHOENIX PHOENIX PHOENIX ILLINOIS LC NUMBER --------332668 335472 335979 335980 336583 TOTAL BANK ONE AMOUNT -----$2,255,000.00 $ 207,790.00 $1,901,784.14 $2,569,872.67 $ 50,000.00 ------------$6,984,446.81 ============= COMERICA COMERICA COMERICA COMERICA COMERICA MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN 506007 506008 506009 506010 506012 $ $ $ $ $ 418,000.00 332,000.00 373,000.00 534,000.00 10,000.00 06/03/1999 06/03/1999 06/03/1999 06/03/1999 07/21/1999 06/08/2004 06/08/2004 06/08/2004 06/08/2004 07/23/2004 WAYNE COUNTY DPS WAYNE COUNTY DPS WAYNE COUNTY DPS WAYNE COUNTY DPS YPSILANTI TOWNSHIP ISSUE DATE ---------08/13/2003 05/09/2003 12/13/2002 12/13/2002 08/25/2003 EXPIRY DATE ----------08/08/2004 03/30/2004 11/01/2004 11/01/2004 08/28/2004 BENEFICIARY ----------FIDELITY NATIONAL AND PINAL CTY REMINGTON HTS HOA FIRST AM TITLE COMPANY FIRST AM TITLE COMPANY COSMOPOLITAN NAT'L BANK

COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA

MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN ILLINOIS CLEVELAND MICHIGAN MICHIGAN MICHIGAN MICHIGAN HOME OFFICE

506021 506022 506023 506026 506027 506031 506042 506043 506054 506057 506060 506061 506064 506065 511074

$ 50,000.00 $1,885,728.00 $ 57,630.00 $ 31,200.00 $ 103,445.00 $ 200,000.00 $ 28,800.00 $ 5,616.00 $4,405,687.44 $1,716,873.00 $ 389,800.00 $ 257,800.00 $1,174,983.00 $ 565,690.00 $4,666,343.00

04/27/2000 04/27/2000 04/27/2000 04/27/2000 04/27/2000 10/10/2000 01/18/2001 01/18/2001 08/01/2001 08/10/2001 10/22/2001 10/22/2001 12/17/2001 01/10/2002 01/31/1991

04/26/2004 04/26/2004 04/26/2004 04/26/2004 04/26/2004 10/15/2003 01/22/2004 01/22/2004 07/30/2004 08/31/2004 10/25/2003 10/25/2003 12/28/2003 01/12/2004 02/15/2004

DEPT ENVIRONMENT QUALIT YPSILANTI TOWNSHIP YPSILANTI TOWNSHIP YPSILANTI TOWNSHIP YPSILANTI TOWNSHIP CANTON TOWNSHIP CITY OF STERLING HEIGHT CITY OF STERLING HEIGHT VILLAGE OF KILDEER CITY OF BROADVIEW HTS WAYNE COUNTY DPS WAYNE COUNTY DPS OAKLAND TOWNSHIP OAKLAND TOWNSHIP OLD REPUBLIC INSURANCE COMPANY

2

COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA

HOME OFFICE HOME OFFICE MICHIGAN GRAND RAPIDS HOME OFFICE MICHIGAN MICHIGAN MICHIGAN CLEVELAND MICHIGAN MICHIGAN MICHIGAN CLEVELAND MICHIGAN MICHIGAN

511395 526021 535729 539061 539792 547625 547694 571546 575196 576583 578243 578650 580674 582013 582374

$5,432,499.00 $ $ $ $ 500,000.00 32,000.00 110,000.00 13,500.00

03/21/1991 11/18/1994 10/24/1996 04/25/1997 06/06/1997 09/04/1998 09/08/1998 01/08/2002 06/25/2002 08/20/2002 10/29/2002 11/15/2002 02/10/2003 04/03/2003 04/16/2003

05/01/2004 11/01/2003 10/29/2003 04/28/2004 05/06/2004 09/15/2004 09/30/2003 12/23/2003 06/25/2004 08/20/2004 11/03/2003 11/01/2003 02/06/2004 04/16/2004 04/21/2004

$ 25,000.00 $ 112,500.00 $ 59,500.00 $1,722,995.00 $ 20,000.00 $ 3,935.00 $ 131,330.00 $ 602,054.00 $ 102,000.00 $ 37,500.00

LIBERTY MUTUAL INSURANC COMPANY COLORADO COMM OF INSURA PLYMOUTH CHARTER TOWNSH CITY OF KENTWOOD WAYNE COUNTY DEPT ENVIRONMENT WASHTENAW COUNTY DRAIN PLYMOUTH CHARTER TWNSP WASHTENAW COUNTY ROAD CITY OF BROADVIEW HEIGH WASHTENAW COUNTY DRAIN NORTHVILLE TOWNSHIP WASHTENAW ROAD COMM CITY OF BROADVIEW HTS WAYNE COUNTY PUB SERV WAYNE COUNTY DPS

3

COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA

MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN

582542 582948 583037 583050 583164 583660 585450 585451 585452 585455 585456 585457 585460 585564 585735

$

88,800.00

04/22/2003 05/09/2003 05/13/2003 05/13/2003 05/19/2003 06/09/2003 08/26/2003 08/26/2003 08/26/2003 08/26/2003 08/26/2003 08/26/2003 08/26/2003 08/29/2003 09/08/2003

04/26/2004 05/12/2004 05/17/2004 05/17/2004 05/20/2004 06/09/2004 08/31/2004 08/31/2004 08/31/2004 08/31/2004 08/31/2004 08/31/2004 08/31/2004 08/31/2004 09/10/2004

$ 66,675.00 $1,223,964.00 $ 240,000.00 $ 2,500.00 $ 376,960.00 $ $ $ $ $ $ $ $ $ 73,000.00 3,750.00 56,038.00 348,800.00 456,094.00 348,133.00 496,555.00 65,000.00 50,000.00

CHARTER TOWNSHIP OF SUPERIOR CANTON TOWNSHIP WASHTENAW COUNTY DRAIN WASHTENAW COUNTY WASHTENAW COUNTY DRAIN CHARTER TOWNSHIP OF YPSILANTI SUPERIOR TOWNSHIP HOLLY TOWNSHIP HOLLY TOWNSHIP HOLLY TOWNSHIP HOLLY TOWNSHIP HOLLY TOWNSHIP WASHTENAW COUNTY DRAIN WAYNE COUNTY PUB SERV WAYNE COUNTY

4

COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA COMERICA

HOME OFFICE MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN

545620-01 586012 586013 586108 586109 586125 586190 TOTAL COMERICA

$ 3,686,739.00 $ $ $ $ $ $ 584,372.00 200,000.00 156,225.00 483,609.00 33,800.00 22,500.00

05/20/1998 09/18/2003 09/18/2003 09/23/2003 09/23/2003 09/23/2003 09/25/2003

05/15/2004 09/20/2004 09/20/2004 09/25/2004 09/23/2004 09/24/2004 09/30/2004

PACIFIC EMPLOYER INSURANCE BOARD OF COUNTRY ROAD WAYNE COUNTY CHARTER TOWNSHIP YPSILANTI CHARTER TOWNSHIP YPSILANT CHARTER TOWNSHIP YPSILANT CHARTER TOWNSHIP YPSILANT

$35,174,922.44 $ $ $ $ $ 109,500.00 564,427.70 364,416.00 276,870.00 368,175.00 03/06/2002 03/05/2002 03/05/2002 07/11/2003 07/11/2003 08/14/2003 03/06/2004 03/06/2004 03/06/2004 07/07/2004 07/07/2004 08/08/2004 UPPER MAKEFIELD UPPER MAKEFIELD UPPER MAKEFIELD CITY OF BROADVIE HEIGHT CHARTER TOWNSHIP CANTON FIDELITY NATIONA PINAL CTY

COMPASS COMPASS COMPASS COMPASS

BANK BANK BANK BANK

PHILADELPHIA PHILADELPHIA PHILADELPHIA CLEVELAND MICHIGAN PHOENIX

25559 25560 25561 26162 26163 26194

COMPASS BANK COMPASS BANK

$ 1,375,000.00

5

COMPASS BANK

CLEVELAND

26161 TOTAL COMPASS BANK

$ $ $ $ $ $ $ $ $ $ $ $ $

652,057.50 3,710,446.20 1,064,699.59 2,545,575.50 1,557,907.00 20,752.05 114,452.31 2,179,834.36 7,483,220.81 726,700.00 79,750.00 130,000.00 5,000.00

07/11/2003

07/07/2004

CITY OF B HEIGHTS

PNC PNC PNC PNC PNC PNC

ILLINOIS ILLINOIS PHILADELPHIA PHILADELPHIA PHILADELPHIA PHILADELPHIA

257306 257965 257966 258087 260362 260987 TOTAL PNC BANK 450065 450118 450160 450169

05/30/2003 06/06/2003 06/05/2003 06/06/2003 09/02/2003 09/29/2003

05/05/2004 05/26/2004 06/03/2004 06/04/2004 08/27/2004 09/29/2004

VILLAGE O BOLINGBRO VILLAGE O BOLINGBRO EAST BRAD TOWNSHIP PENNSYLVA PECO ENER SOLEBURY

STANDARD STANDARD STANDARD STANDARD

FEDERAL FEDERAL FEDERAL FEDERAL

CLEVELAND MICHIGAN GRAND RAPIDS MICHIGAN

04/01/1996 02/05/1998 11/25/1997 05/12/1998

04/10/2004 02/10/2004 10/01/2003 05/17/2004

CITY OF T PLYMOUTH CITY OF K ORION TOW

6

STANDARD FEDERAL STANDARD FEDERAL STANDARD FEDERAL STANDARD FEDERAL STANDARD FEDERAL STANDARD STANDARD STANDARD STANDARD STANDARD STANDARD STANDARD STANDARD STANDARD FEDERAL FEDERAL FEDERAL FEDERAL FEDERAL FEDERAL FEDERAL FEDERAL FEDERAL

MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN MICHIGAN ILLINOIS MICHIGAN

450171 450172 450173 450174 450176 450183 450191 450193 450209 450237 450238 450263 450266 450348 450399

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $

10,710.00 250,000.00 35,071.50 20,000.00 128,975.00 18,225.00 99,525.00 90,000.00 25,000.00 655,000.00 551,000.00 5,590.00 954,229.00 2,132,000.00 196,966.00

06/03/1998 08/11/1999 06/03/1998 07/21/1998 08/11/1999 06/03/1998 06/03/1998 06/16/1998 08/08/2000 05/01/2000 05/01/2000 06/27/2000 06/27/2000 07/10/2000 06/19/2001

06/03/2004 08/13/2004 06/03/2004 06/23/2004 08/13/2004 06/03/2004 06/03/2004 06/18/2004 08/10/2004 05/01/2004 05/01/2004 06/30/2004 06/30/2004 07/16/2004 06/21/2004

STANDARD FEDERAL

YPSILANTI PLYMOUTH TOWNSHIP YPSILANTI WAYNE COU PLYMOUTH TOWNSHIP YPSILANTI YPSILANTI WAYNE COU WASHTENAW DRAIN CMM WAYNE COU WAYNE COU YPSILANTI YPSILANTI VILLAGE O DUNDEE CANTON TO

7

STANDARD FEDERAL STANDARD FEDERAL STANDARD FEDERAL STANDARD STANDARD STANDARD STANDARD STANDARD FEDERAL FEDERAL FEDERAL FEDERAL FEDERAL

MICHIGAN MICHIGAN MICHIGAN MICHIGAN PC/BRE-LIFESTYLES MICHIGAN MICHIGAN ILLINOIS

451588 451596 451916 451917 452121 452137 452444 452485 TOTAL STANDARD FEDERAL

$ 219,667.00 $ 1,290,764.00 $ 460,000.00 $ 287,641.00 $ 1,935,217.90 $ 2,291,250.00 $ 753,795.00 $ 50,000.00

05/08/2002 05/14/2002 10/11/2002 10/11/2002 01/14/2003 01/24/2003 06/13/2003 07/02/2003

05/15/2004 05/15/2004 10/15/2003 10/15/2004 01/20/2005 01/28/2004 06/11/2004 06/25/2004

WASHTENAW C WASHTENAW D WAYNE COUNT SERV WASHTENAW C S/A ASSOCIA METROPOLITA COUNTY OF W ISPAT INLAN

$13,402,076.40 $ $ $ $ $ 315,251.00 210,000.00 94,331.80 87,581.60 67,338.00 12/29/2000 09/19/2002 04/01/1996 04/01/1996 06/08/1998 01/03/2004 09/20/2004 04/04/2004 04/04/2004 06/11/2004 LIBERTY MUT INSURANCE ASHTON WOOD MONROE TOWN MONROE TOWN CITY & COUN DENVER

SUN TRUST SUN SUN SUN SUN TRUST TRUST TRUST TRUST

HOME OFFICE ORLANDO PC/BRE-LIFESTYLES PC/BRE-LIFESTYLES COLORADO

502818 503490 600223 600224 600431

8

SUN TRUST SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

COLORADO WASHINGTON WASHINGTON MINNESOTA TENNESSEE MINNESOTA TENNESSEE TENNESSEE TENNESSEE TENNESSEE TENNESSEE GEORGIA WASHINGTON PHILADELPHIA FT. MYERS

600432 600441 600443 600463 600488 600502 600552 600554 600562 600587 600588 600622 600674 600705 600723

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $

83,252.00 21,500.00 94,438.69 11,000.00 28,500.00 3,188.00 3,000.00 55,400.00 7,400.00 16,600.00 3,800.00 1,000.00 7,442.21 457,620.48 44,597.39

06/08/1998 06/18/1998 06/18/1998 07/07/1998 07/29/1998 08/17/1998 10/07/1998 10/07/1998 10/13/1998 11/04/1998 11/04/1998 12/02/1998 01/27/1999 03/23/1999 04/19/1999

06/11/2004 12/18/2003 12/18/2003 10/30/2003 08/12/2004 08/20/2004 09/21/2004 11/15/2004 10/14/2004 10/28/2003 10/28/2003 12/08/2003 07/26/2004 09/21/2004 11/15/2003

CITY & COUN DENVER PRINCE WILL PRINCE WILL CITY OF MAP CITY OF FRA CITY OF APP WILSON COUN COM CITY OF FRA WILSON COUN WILSON COUN WILSON COUN FULTON COUN PRINCE WILL TOWNSHIP OF B0CC COLLIE

9

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

PHILADELPHIA PHILADELPHIA PHILADELPHIA FT. MYERS FT. MYERS WASHINGTON FT. MYERS TENNESSEE MINNESOTA WASHINGTON HOME OFFICE TENNESSEE TENNESSEE TENNESSEE AUSTIN

600755 600760 600815 600858 600861 600923 600982 600993 601009 601028 601030 601032 601033 601034 601119

$ 95,752.80 $ 50,000.00 $603,429.83 $ 39,882.43 $ 5,742.00 $ 98,643.00 $453,478.27 $145,045.00 $ 40,000.00 $ 80,922.00 $250,000.00 $ 99,770.00 $461,231.00 $423,537.00 $ 80,000.00

05/26/1999 06/02/1999 08/20/1999 11/01/1999 11/03/1999 02/10/2000 05/05/2000 05/12/2000 05/31/2000 06/20/2000 06/22/2000 06/23/2000 06/23/2000 06/23/2000 09/22/2000

05/27/2004 06/06/2004 08/26/2004 11/03/2003 11/15/2003 02/13/2004 12/15/2003 05/16/2004 06/02/2004 06/23/2004 08/01/2004 06/30/2004 06/30/2004 06/30/2004 09/22/2003

NORTHAMPTON TOWNSH NORTHAMPTON TOWNSH HORSHAM WATER & SE MANATEE COUNTY COLLIER COUNTY MONTGOMERY COUNTY COLLIER COUNTY BCC CITY OF BRENTWOOD CITY OF OTSEGO MONTGOMERY COUNTY VERMONT INS. COMM CITY OF MT JULIET CITY OF MT. JULIET CITY OF MT VERNON CITY OF AUSTIN

10

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

SUN TRUST SUN TRUST

SAN ANTONIO WASHINGTON MINNESOTA TENNESSEE TENNESSEE TENNESSEE ILLINOIS ILLINOIS TENNESSEE ILLINOIS TENNESSEE MINNESOTA S. CALIFORNIANORTH MINNESOTA RALEIGH

601265 601278 601329 601404 601405 601406 601430 601433 601438 601439 601448 601481 601484 601492 601508

$ $ $ $ $ $ $ $ $ $ $ $ $

252,905.00 195,442.04 683,267.84 200,000.00 268,648.00 168,533.00 25,000.00 25,000.00 339,500.00 25,000.00 65,150.00 222,400.00 250,000.00

04/18/2001 05/07/2001 06/19/2001 11/08/2001 11/08/2001 11/08/2001 01/16/2002 01/16/2002 01/22/2002 01/22/2002 01/28/2002 03/28/2002 04/23/2002 04/08/2002 04/23/2002

01/09/2004 05/08/2004 06/21/2004 11/15/2003 11/15/2003 11/15/2003 01/18/2004 01/18/2004 11/10/2003 01/16/2004 01/15/2004 04/03/2004 04/04/2004 04/08/2004 05/05/2004

CITY OF SAN ANTONIO PRINCE WILLIAM COUNT CITY OF COTTAGE GROV CITY OF BRENTWOOD CITY OF BRENTWOOD CITY OF BRENTWOOD NAT'L BANK AND TRUST VIJAY AND DOLLY GUPT CITY OF FRANKLIN DEMYER FAMILY CITY OF FRANKLIN CITY OF EAGAN STRATEGIC CAPITAL RE CITY OF CHANHASSEN CITY OF RALEIGH

$ 175,140.70 $1,483,346.00

11

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

PHILADELPHIA ORLANDO S CALIFORNIA FREDERICKSBURG FREDERICKSBURG ILLINOIS ILLINOIS MINNESOTA FREDERICKSBURG SACRAMENTO FREDERICKSBURG MINNESOTA MINNESOTA CLEVELAND TENNESSEE

601524 601562 601570 601577 601578 601594 601598 601601 601603 601605 601619 601620 601623 601628 601636

$ 113,147.01 $ 500,000.00 $ 246,691.00 $1,168,913.00 $ 53,438.00 $ 19,750.00 $ 30,000.00 $ 918,778.96 $ 58,607.00 $ 217,500.00 $ 31,964.00 $ 18,000.00 $ 23,865.00 $ 664,479.00 $ 30,000.00

05/15/2002 06/20/2002 06/28/2002 07/12/2002 07/12/2002 07/29/2002 07/31/2002 08/07/2002 08/09/2002 08/15/2002 08/30/2002 08/30/2002 09/05/2002 09/18/2002 09/30/2002

05/15/2004 05/31/2004 10/31/2003 06/30/2004 06/30/2004 07/24/2004 07/30/2004 08/12/2004 08/08/2004 08/16/2004 09/03/2004 09/01/2004 09/10/2004 09/20/2004 10/01/2004

N PENN WATER AUTHORIT AKERMAN, SENTERFITT & STATE STREET BANK & T STAFFORD COUNTY STAFFORD COUNTY KANE COUNTY DOT ALOYSIUS ELFERING CITY OF COTTAGE GROVE STAFFORD COUNTY LENNAR WINNCREST, LLC STAFFORD COUNTY QUEST CITY OF PRIOR LAKE CITY OF BROADVIEW HTS CITY OF BRENTWOOD

12

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

MICHIGAN MICHIGAN FREDERICKSBURG MICHIGAN MARYLAND MARYLAND ILLINOIS PC/BRE-LIFESTYLES PC/BRE-LIFESTYLES CENTRAL NEW JERSEY CENTRAL NEW JERSEY MARYLAND CENTRAL NEW JERSEY GEORGIA ORLANDO

601640 601641 601642 601643 601650 601655 841187 841302 841303 841304 841305 841361 841367 841465 841588

$1,162,524.00 $ 10,875.00 $ 204,956.25 $ 99,000.00 $ 336,464.27 $ 167,354.90 $ 50,000.00 $ $ $ $ $ $ $ $ 148,502.10 157,932.40 25,000.00 100,000.00 65,500.00 100,000.00 100,000.00 510,150.00

10/02/2002 10/02/2002 10/03/2002 10/04/2002 10/17/2002 10/17/2002 05/06/2003 05/29/2003 05/29/2003 05/29/2003 05/29/2003 06/10/2003 06/10/2003 06/27/2003 07/16/2003

10/02/2003 10/03/2003 10/05/2004 10/08/2004 10/16/2003 10/16/2003 05/06/2004 06/01/2004 08/31/2004 12/15/2003 12/15/2003 06/11/2004 04/01/2004 06/26/2004 02/18/2004

WASHTENAW COUNTY DRAI CANTON TOWNSHIP STAFFORD COUNTY WASHTENAW COUNTY ROAD CITY OF BRUNSWICK CITY OF BRUNSWICK COSMOPOLITAN NATL BK CHICAGO SOMERSET COUNTY SOMERSET COUNTY STATE LAND CORPORATIO STATE LAND CORPORATIO HARFORD COUNTY GOVERN CARL BACHSTADT MANSELL & JOHNSON AKERMAN SENTERFITT EI

13

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

JACKSONVILLE FREDERICKSBURG PHOENIX PHOENIX PHOENIX MINNESOTA SAN ANTONIO SAN ANTONIO

841640 841664 841753 841754 841755 841782 841924 841926 F841932 F840611 F840747 P000022 P000023 P000024 P000029

$ $ $ $ $ $ $ $ $

400,000.00 303,381.25 40,283.64 42,669.55 30,727.14 38,400.00 465,670.00 407,000.00 35,000.00

07/24/2003 07/28/2003 08/14/2003 08/14/2003 08/14/2003 08/21/2003 09/17/2003 09/17/2003 09/24/2003 02/27/2003 03/11/2003 10/24/2002 10/24/2002 10/24/2002 10/28/2002

02/01/2004 07/29/2005 08/31/2004 08/31/2004 08/31/2004 08/22/2004 09/17/2004 09/17/2004 09/17/2004 02/27/2004 03/04/2004 10/25/2003 10/25/2003 10/25/2003 10/30/2004

ILLINOIS PHOENIX MARYLAND MARYLAND MARYLAND PHILADELPHIA

$ 3,500.00 $1,627,000.00 $2,072,251.24 $2,357,953.56 $ 62,572.12 $ 938,047.26

BAILET & BLACKARD STAFFORD COUNTY LAWYERS TITLE OF AZ LAWYERS TITLE OF AZ LAWYERS TITLE OF AZ CITY OF MAPLE GROVE ALAMO TITLE COMPANY ALAMO TITLE COMPANY COSMOPOLITAN NATL BK CHICAGO VILLAGE OF PALOS PARK FIRST AMERICAN TITLE CITY OF BRUNSWICK CITY OF BRUNSWICK CITY OF BRUNSWICK TOWNSHIP OF WILLISTOW

14

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

PHILADELPHIA PHILADELPHIA MARYLAND MARYLAND MINNESOTA DIVOSTA MARYLAND FREDERICKSBURG ORLANDO MINNESOTA RALEIGH FREDERICKSBURG GEORGIA MINNESOTA ILLINOIS

P000030 P000033 P000042 P000043 P000074 P000101 P000109 P000131 P000135 P000144 P000238 P000240 P000247 P000261 P000286

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $

192,954.30 300,000.00 990,000.00 675,000.00 55,000.00 250,000.00 150,000.00 71,628.75 30,288.00 28,000.00 60,740.61 761,567.00 100,000.00 18,900.00 114,855.30

10/28/2002 10/29/2002 11/01/2002 11/01/2002 11/18/2002 11/27/2002 12/03/2002 12/13/2002 12/16/2002 12/18/2002 01/22/2003 01/22/2003 01/24/2003 01/29/2003 02/04/2003

10/30/2004 07/31/2004 10/31/2003 10/31/2003 11/16/2003 04/30/2004 12/02/2003 12/12/2004 01/15/2004 12/18/2003 01/21/2004 01/23/2005 01/31/2004 01/22/2004 01/30/2004

TOWNSHIP OF WILLISTOWN GENERAL RESIDENTIAL HOL CITY OF BRUNSWICK CITY OF BRUNSWICK CITY OF WOODBURY COLLINS, BROWN, CALDWEL ABRAMOFF, NEUBERGER STAFFORD COUNTY ORANGE COUNTY CONSTRUCT CITY OF WOODBURY CITY OF RALEIGH STAFFORD COUNTY MCGINNIS, LLC QUEST (US WEST) IL-AMERICAN WATER CO

15

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

NEW ENGLAND TAMPA BAY PHILADELPHIA ILLINOIS FREDERICKSBURG FREDERICKSBURG ILLINOIS ILLINOIS FREDERICKSBURG TENNESSEE TENNESSEE TENNESSEE FREDERICKSBURG TUCSON TENNESSEE

P000338 P000353 P000369 P000375 P000404 P000440 P000442 P000443 P000482 P000483 P000484 P000485 P000537 P000665 P000682

$ $ $ $ $ $ $ $ $ $ $ $

37,500.00 25,000.00 219,743.88 200,000.00 761,567.00 135,907.00 187,705.00 87,734.00 104,949.38 24,844.00 31,500.00 115,500.00

02/25/2003 03/04/2003 04/08/2003 03/10/2003 03/15/2003 04/01/2003 04/02/2003 04/02/2003 04/22/2003 04/23/2003 04/23/2003 04/23/2003 07/16/2003 07/25/2003 08/04/2003

02/28/2004 03/07/2004 04/09/2004 02/28/2004 03/20/2005 03/31/2005 03/31/2004 03/31/2004 04/26/2005 04/23/2005 04/23/2005 04/23/2005 07/16/2005 07/27/2004 08/05/2005

SUN TRUST SUN TRUST SUN TRUST

$ 774,743.00 $ 114,978.16 $ 49,345.00

FREDERICK F. SCHALLER, MEADOW PT GEN PARTNERSH NORTH PENN WATER CHICAGO TITLE/G STADE STAFFORD COUNTY STAFFORD COUNTY ILLINOIS AM WATER CO ILLINOIS AM WATER CO STAFFORD COUNTY BOD CITY OF BRENTWOOD METRO WATER AND SEWER METRO DEPT OF WATER AND SEWERAGE STAFFORD COUNTY TRICO ELECTRIC COOP CITY OF BRENTWOOD

16

SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN SUN

TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST TRUST

ILLINOIS WASHINGTON MINNESOTA WASHINGTON WASHINGTON TENNESSEE TENNESSEE ILLINOIS TENNESSEE TENNESSEE TENNESSEE

P000695 P000724 P000731 P000747 P000748 P000754 P000755 P000782 P000783 P000784 P000785 P000801 P000802 P000803 P000804

$ $ $ $ $ $ $ $ $ $ $ $ $ $ $

700,000.00 88,000.00 20,000.00 18,900.00 122,192.91 6,000.00 10,000.00 154,893.75 3,900.00 80,000.00 98,250.00 6,140.00 76,550.00 8,500.00 108,306.00

08/14/2003 08/21/2003 08/26/2003 09/03/2003 09/03/2003 09/04/2003 09/04/2003 09/18/2003 09/17/2003 09/17/2003 09/17/2003 09/23/2003 09/23/2003 09/23/2003 09/23/2003

08/08/2005 08/21/2004 08/31/2004 09/08/2004 09/08/2004 11/15/2004 11/15/2004 09/23/2005 09/22/2004 09/22/2005 09/22/2005 09/23/2004 09/23/2004 09/23/2005 09/22/2004

KANE COUNTY LOUDOUN COUNTY CITY OF MAPLE GROVE PRINCE WILLIAM COUNTY PRINCE WILLIAM COUNTY METRO WATER SEWER METRO WATER & SEWER KANE COUNTY DOT NOLENSVILLE/COLLEGE UTI CITY OF BRENTWOOD CITY OF BRENTWOOD CHARTER TOWNSHIP OF SUP CHARTER TOWNSHIP OF SUP METRO WATER & SEWER CITY OF AUSTIN TEXAS

17

SUN SUN SUN SUN

TRUST TRUST TRUST TRUST

RALEIGH SC-HILTON HEAD

P000811 P000080 F841974 P000814

$ 417,609.00 $ 10,000.00 $ 375,000.00 $ 40,000.00

09/25/2003 11/21/2002 09/29/2003 09/29/2003

11/30/2004 12/31/2003 10/01/2005 10/01/2005

CITY OF RALEIGH WEATHER SHIELD MFG INC HILL, WARD AND HENDERSO CITY OF MAPLE GROVE

18

SCHEDULE 1.1(c) PERMITTED LIENS None 1

SCHEDULE 6.10 INDEBTEDNESS None 1

SCHEDULE 6.11 LITIGATION None 1

SCHEDULE 6.15 SUBSIDIARIES AS OF AUGUST 31, 2003
STATE OF SHARES NAME INCORPORATION O/S OWNED BY --------------------------------------------------------------------------------------------------------1. 56th and Lone Mountain, L.L.C. Arizona Del Webb's Coventry H 2. Abacoa Homes, Inc. Florida 5,000 DiVosta and Compan 3. American Title of the Palm Beaches Corporation Michigan 1,000 Pulte Diversified Comp 4. Andrea's Court, S.E. Puerto Rico Pulte International Bui 5. Anthem Arizona L.L.C. (Arizona) Arizona Bellasera Cor 6. Asset Five Corp. Arizona 100 Del Webb Corpora 7. Asset One Corp. Arizona 1,000 Del Webb Corpora 8. Asset Seven Corp. Arizona 1,711 Del Webb Corpora 9. August Woods, LLC Maryland Pulte Home Corpor 10. Bel North, LLC Maryland Wil Corporati 11. Bellasera Corp. Arizona 1,000 Del Webb Corpora 12. Butterfield Properties LLC Michigan Pulte Homes of O 13. Campus Lakes, LLC Maryland Pulte Home Corpor 14. Carr's Grant, L.L.C. Maryland Pulte Home Corpor 15. Chandler DJ Basin, LLC Michigan Chandler Natural Resou 16. Chandler Natural Resources Corporation Michigan 1,000 Pulte Home Corpor 17. Chase Triple M, LLC Delaware Pulte Home Corpor 18. City Homes Development L.L.C. Michigan Pulte Homes, I 19. Ciudad Riviera, S.A. de C.V. Mexico 500 Controladora PHC, S.A 20. Clairmont, L.L.C. Michigan 100 Pulte Home Corpor 21. Coachman Development, LLC Michigan Pulte Homes of New En 22. Contractors Insurance Company of North America, Hawaii NABIC/Pulte Homes Inc. a Risk Retention Group 23. Controladora PHC, S.A. DE C.V. Mexico 499,955 Pulte International-Me Pulte Home Corpor 24. Corta Bella Golf Club, LLC Michigan Pulte Home Corpor 25. Dean Realty Company Michigan 100 Pulte Home Corpor 26. Del E. Webb Development Co., L.P. Delaware Del Webb Communitie Del Webb Construction S 27. Del E. Webb Financial Corporation Arizona 1,000 Del Webb Corpora 28. Del E. Webb Foothills Corporation Arizona 1,000 Del Webb Commercial Propert 29. Del E. Webb Land Conservancy Arizona OPTIONS MATERIAL NAME OWNED O/S SUB? ----------------------------------------------------------------------------------1. 56th and Lone Mountain, L.L.C. 50% No 2. Abacoa Homes, Inc. 100% No Yes 3. American Title of the Palm Beaches Corporation 100% No 4. Andrea's Court, S.E. 50% No 5. Anthem Arizona L.L.C. (Arizona) 100% No Yes 6. Asset Five Corp. 100% No 7. Asset One Corp. 100% No 8. Asset Seven Corp. 89% No Yes 9. August Woods, LLC 100% No 10. Bel North, LLC 100% No 11. Bellasera Corp. 100% No Yes 12. Butterfield Properties LLC 100% No 13. Campus Lakes, LLC 100% No 14. Carr's Grant, L.L.C. 100% No 15. Chandler DJ Basin, LLC 100% No 16. Chandler Natural Resources Corporation 100% No 17. Chase Triple M, LLC 51.61% No 18. City Homes Development L.L.C. 50% No 19. Ciudad Riviera, S.A. de C.V. 25% No 20. Clairmont, L.L.C. 100% No 21. Coachman Development, LLC 100% No 22. Contractors Insurance Company of North America Inc. a Risk Retention Group 23. Controladora PHC, S.A. DE C.V. 99.99% No 0.01% 24. Corta Bella Golf Club, LLC 100% No 25. Dean Realty Company 100% No 26. Del E. Webb Development Co., L.P. 99% No 1% 27. Del E. Webb Financial Corporation 100% No 28. Del E. Webb Foothills Corporation 100% No 29. Del E. Webb Land Conservancy

1

STATE OF SHARES NAME INCORPORATION O/S OWNED BY --------------------------------------------------------------------------------------------------------30. Del Webb California Corp. Arizona 250 Del Webb Corporation 31. Del Webb Commercial Properties Corporation Arizona 1,000 Del Webb Corporation 32. Del Webb Communities, Inc. Arizona 751,852 Del Webb Corporation 33. Del Webb Community Management Co. Arizona 1,000 Pulte Arizona Services, 34. Del Webb Conservation Holding Corp. Arizona 100 Del Webb Communities, I 35. Del Webb Construction Services Co. Arizona 100 Del Webb Corporation 36. Del Webb Corporation Delaware 100 Pulte Homes, Inc. 37. Del Webb Golf Corp. Arizona 1,000 Del Webb Corporation 38. Del Webb Home Construction, Inc. Arizona 100 Del Webb Communities, 39. Del Webb Homes, Inc. Arizona 1,000 Del Webb Corporation 40. Del Webb Limited Holding Co. Arizona 1,000 Del Webb Communities, 41. Del Webb Midatlantic Corp. Arizona 100 Del Webb Corporation 42. Del Webb Mortgage Corporation Arizona 400,000 Pulte Mortgage LLC 43. Del Webb Property Corp. Arizona 100 Del Webb Corporation 44. Del Webb Purchasing Company of Illinois, Inc. Arizona 1,000 Del Webb Corporation 45. Del Webb Southwest Co. Arizona 1,000 Del Webb Construction Servi 46. Del Webb Texas Limited Partnership Arizona Del Webb Limited Holding Del Webb Southwest C 47. Del Webb Texas Title Agency Co. Arizona 1,000 Del Webb Southwest C 48. Del Webb Title Company of Nevada, Inc. Nevada 100 Del Webb Corporation 49. Del Webb's Contracting Services, Inc. Arizona 1,000 Del Webb Communities, 50. Del Webb's Coventry Homes Construction Co. Arizona 1,000 Del Webb's Coventry Homes 51. Del Webb's Coventry Homes of Nevada Arizona 1,000 Del Webb's Coventry Homes 52. Del Webb's Spruce Creek Communities, Inc. Arizona 1,000 Del Webb Corporation 53. Del Webb's Sunflower of Tucson, Inc. Arizona 1,000 Del Webb Communities, I 54. Del Webb's Coventry Homes, Inc. Arizona 1,000 Del Webb Corporation 55. Desarrolladous Urbanos (Canooanas) SE Puerto Rico Pulte International Buil 56. Detroit City Homes L.L.C. Michigan Pulte Homes, Inc. 57. Devtex Land, L.P. Texas PN II, Inc. PN I, Inc. 58. DiVosta and Company, Inc. Florida 270,000 Pulte Diversified Companie 59. DiVosta Building Corporation Florida 5,000 DiVosta and Company, I 60. DiVosta Homes Sales, Inc. Florida 1,000 DiVosta and Company, I 61. DiVosta Homes, Inc. Florida 5,000 DiVosta and Company, I 62. DW Aviation Co. Arizona 1,000 Del Webb Corporation 63. DW Homebuilding Co. Arizona 1,000 Del Webb Corporation 64. Edinburgh Realty Corporation Michigan 10,000 Pulte Home Corporatio 65. Fallsgrove Associates LLC Maryland Pulte Home Corporatio 66. Fideicomiso 102412 Mexico 222 Pulte Mortgage LLC OPTIONS MATERIAL NAME OWNED O/S SUB? ------------------------------------------------------------------------------30. Del Webb California Corp. 100% No Yes 31. Del Webb Commercial Properties Corporation 100% No 32. Del Webb Communities, Inc. 100% No Yes 33. Del Webb Community Management Co. 100% No 34. Del Webb Conservation Holding Corp. 100% No 35. Del Webb Construction Services Co. 100% No 36. Del Webb Corporation 100% No Yes 37. Del Webb Golf Corp. 100% No Yes 38. Del Webb Home Construction, Inc. 100% No Yes 39. Del Webb Homes, Inc. 100% No 40. Del Webb Limited Holding Co. 100% No Yes 41. Del Webb Midatlantic Corp. 100% No 42. Del Webb Mortgage Corporation 100% No 43. Del Webb Property Corp. 100% No 44. Del Webb Purchasing Company of Illinois, Inc. 100% No 45. Del Webb Southwest Co. 100% No 46. Del Webb Texas Limited Partnership 99% No Yes 1% 47. Del Webb Texas Title Agency Co. 100% No 48. Del Webb Title Company of Nevada, Inc. 100% No 49. Del Webb's Contracting Services, Inc. 100% No 50. Del Webb's Coventry Homes Construction Co. 100% No Yes 51. Del Webb's Coventry Homes of Nevada 100% No 52. Del Webb's Spruce Creek Communities, Inc. 100% No Yes 53. Del Webb's Sunflower of Tucson, Inc. 100% No 54. Del Webb's Coventry Homes, Inc. 100% No Yes 55. Desarrolladous Urbanos (Canooanas) SE 50% No 56. Detroit City Homes L.L.C. 45% No 57. Devtex Land, L.P. 99.90% No 0.10% 58. DiVosta and Company, Inc. 100% No Yes 59. DiVosta Building Corporation 100% No Yes 60. DiVosta Homes Sales, Inc. 100% No 61. DiVosta Homes, Inc. 100% No Yes

62. 63. 64. 65. 66.

DW Aviation Co. DW Homebuilding Co. Edinburgh Realty Corporation Fallsgrove Associates LLC Fideicomiso 102412

100% 100% 100% 35.36%

No No No No

2

STATE OF SHARES NAME INCORPORATION O/S OWNED BY --------------------------------------------------------------------------------------------------------67. Fieldstone Estates, LLC Arizona Pulte Home Corporation 68. First Heights Bank, fsb Texas 7,500,100 Pulte Diversified Companies 69. Florida Building Products, Inc. Florida 5,000 DiVosta and Company, Inc. 70. Florida Club Homes, Inc. Florida 5,000 DiVosta and Company, Inc. 71. Fox Glen Retreat, LLC Michigan Pulte Home Corporation 72. Frederick Holding Corp. Michigan 1,000 Pulte Home Corporation 73. Gatestone, LLC Michigan Pulte Home Corporation 74. GI Development Corporation Michigan 1,000 Pulte Homes of New England, LLC 75. Grand Place Hayward, LLC California Pulte Home Corporation 76. Grayhaven Estates Limited, L.L.C. Michigan Pulte Homes, Inc. 77. Great Island Community, LLC Michigan GI Development Corporation 78. Guaranteed Mortgage Corporation III Michigan 1,000 Pulte Financial Companies, Inc. 79. H. D. Investments I, LLC Maryland Wil Corporation 80. Hammock Reserve Development Company Florida 5,000 DiVosta and Company, Inc. 81. Harrison Hills, LLC Maryland Pulte Home Corporation 82. Herring Pond Development Corporation Michigan 1,000 Pulte Homes of New England, LLC 83. Highlands One Maryland Wil Corporation 84. Hilltop Farms Development, LLC Michigan Pulte Homes of New England LLC 85. Hipotecaria Su Casita, S.A. de C.V. Mexico 1,320,136 Pulte Mortgage LLC 86. Homesite Solutions Corporation Michigan 1,000 Pulte Home Corporation 87. HydroSource Acquisition, Inc. Michigan 1,000 Preserve I, Inc. 88. Island Walk Development Company Florida 5,000 DiVosta and Company, Inc. 89. Island Walk Realty, Inc. Florida 500 DiVosta and Company, Inc. 90. Iteresa, S.A. de C.V. Mexico 1,872,688 Fideicomiso (3,395,461 Outst.) 91. JNN Properties LLC Michigan 100 Pulte Home Corporation 92. Joliet Mortgage Reinsurance Company Vermont 100 Pulte Mortgage LLC 93. Lexington Oaks Golf Club, Inc. Florida 1,000 Pulte Home Corporation 94. Lone Tree Golf Club, LLC Michigan Pulte Home Corporation 95. Lyons, LC Maryland Pulte Home Corporation 96. MALDP Development Corporation Michigan 1,000 Pulte Homes of New England, LLC 97. Marina Operations Corp. Arizona 1,000 Sun City Homes, Inc. 98. Marquette Title Insurance Company Vermont 100,000 Pulte Homes, Inc. 99. Mayaguez Partners, S. E. Puerto Rico Pulte International Building Corp. 100. Mountain View One LLC Arizona Asset One Corp. 101. Mountain View Two LLC Arizona Del Webb Corp. 102. Nantar, S. DE R.L. DE C.V. Mexico Controladora PHC, S.A. DE C.V. Pulte International-Mexico, Inc. 103. New Mexico Asset Corporation Arizona 100 Del Webb Corporation

OPTIONS MATERIAL NAME OWNED O/S SUB? --------------------------------------------------------------------67. Fieldstone Estates, LLC 50% No 68. First Heights Bank, fsb 100% No 69. Florida Building Products, Inc. 100% No Yes 70. Florida Club Homes, Inc. 100% No 71. Fox Glen Retreat, LLC 100% No 72. Frederick Holding Corp. 100% No 73. Gatestone, LLC 100% No 74. GI Development Corporation 100% No 75. Grand Place Hayward, LLC 100% No 76. Grayhaven Estates Limited, L.L.C. 99% No 77. Great Island Community, LLC 100% No 78. Guaranteed Mortgage Corporation III 100% No 79. H. D. Investments I, LLC 100% No 80. Hammock Reserve Development Company 100% No 81. Harrison Hills, LLC 100% No 82. Herring Pond Development Corporation 100% No 83. Highlands One 100% No 84. Hilltop Farms Development, LLC 100% No 85. Hipotecaria Su Casita, S.A. de C.V. 22.90% No 86. Homesite Solutions Corporation 100% No 87. HydroSource Acquisition, Inc. 100% No 88. Island Walk Development Company 100% No Yes 89. Island Walk Realty, Inc. 100% No 90. Iteresa, S.A. de C.V. No 91. JNN Properties LLC 100% No 92. Joliet Mortgage Reinsurance Company 100% No 93. Lexington Oaks Golf Club, Inc. 100% No 94. Lone Tree Golf Club, LLC 100% No 95. Lyons, LC 100% No 96. MALDP Development Corporation 100% No 97. Marina Operations Corp. 100% No 98. Marquette Title Insurance Company 100% No 99. Mayaguez Partners, S. E. 50% No 100. Mountain View One LLC 50% No

101. 102. 103.

Mountain View Two LLC Nantar, S. DE R.L. DE C.V. New Mexico Asset Corporation

100% 99.30% 0.70% 100%

No No No

3

STATE OF SHARES NAME INCORPORATION O/S OWNED BY --------------------------------------------------------------------------------------------------------104. New Mexico Asset Limited Partnership Arizona New Mexico Asset Corp. Del Webb Corp. 105. North American Builders Indemnity Colorado 300,000 Pulte Homes, Inc. Company 106. North Valley Enterprise, LLC Nevada Del Webb Communities, Inc. 107. Oceanside Village, LLC Michigan Pulte Homes of New England, LLC 108. One Willowbrook, L.L.C. Maryland Wil Corporation PBW Corporation 109. P & H Clinton Partnership Ptrshp-not Pulte Homes of NJ, Limited Partners registered 110. PB Venture L.L.C. Michigan Pulte Homes, Inc. 111. PBW Corporation Michigan 1,000 Pulte Home Corporation 112. PC/BRE Development L.L.C. Delaware PC/BRE Venture L.L.C. 113. PC/BRE Springfield, L.L.C. Delaware PC/BRE Venture L.L.C. 114. PC/BRE Venture L.L.C. Delaware PB Venture L.L.C. 115. PC/BRE Whitney Oaks L.L.C. Delaware PC/BRE Venture L.L.C. 116. PC/BRE Winfield L.L.C. Delaware PC/BRE Venture L.L.C. 117. PCIC Corporation Michigan 1,000 Pulte Mortgage LLC 118. PH Arizona LLC Michigan 100 50-Pulte Home Corporation 50-Pulte Development Corporation 119. PH1 Corporation Michigan 100 Pulte Homes, Inc. 120. PH2 Corporation Michigan Pulte Home Corp. 121. PH3 Corporation Michigan 1,000 Divosta and Company, Inc. 122. PH4 Corporation Michigan 1,000 Del Webb Corporation 123. PHC Title Corporation Michigan 1,000 Pulte Home Corporation 124. PHM Title Agency L.L.C. Delaware TVM Corporation 125. PHNE Business Trust Massachusetts Pulte Homes Corporation, Trustee 126. PHS Virginia, Inc. Michigan 1,000 Pulte Homes, Inc. 127. PHT Building Materials Limited Michigan Pulte Homes of Texas, LP Partnership PHT Operating Company, LLC 128. PHT Operating Company LLC Michigan Pulte Homes of Texas, LP 129. PHT Title Agency, L.P. Texas PHC Title Corporation PHT Title Corporation 130. PHT Title Corporation Michigan 1,000 Pulte Home Corporation 131. PN I, Inc. Nevada 1,000 Pulte Home Corporation 132. PN II, Inc. Nevada 1,000 Pulte Home Corporation 133. PQL Realty Corporation Michigan 1,000 Pulte Home Corporation 134. Preserve I, Inc. Michigan 1,000 Pulte Home Corporation 135. Preserve II, Inc. Michigan 1,000 Pulte Home Corporation 136. Pulte Argentina Corporation Michigan 10,000 Pulte International Corporation

OPTIONS MATERIAL NAME OWNED O/S SUB? --------------------------------------------------------------------104. New Mexico Asset Limited Partnership 99% No 1% 105. North American Builders Indemnity 100% No Company 106. North Valley Enterprise, LLC 50% No 107. Oceanside Village, LLC 100% No 108. One Willowbrook, L.L.C. 50% No 50% 109. P & H Clinton Partnership 100% No 110. 111. 112. 113. 114. 115. 116. 117. 118. 119. 120. 121. 122. 123. 124. 125. 126. 127. 128. 129. PB Venture L.L.C. PBW Corporation PC/BRE Development L.L.C. PC/BRE Springfield, L.L.C. PC/BRE Venture L.L.C. PC/BRE Whitney Oaks L.L.C. PC/BRE Winfield L.L.C. PCIC Corporation PH Arizona LLC PH1 Corporation PH2 Corporation PH3 Corporation PH4 Corporation PHC Title Corporation PHM Title Agency L.L.C. PHNE Business Trust PHS Virginia, Inc. PHT Building Materials Limited Partnership PHT Operating Company LLC PHT Title Agency, L.P. 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 63% 100% 99% 1% 100% 99% 1% No No No No No No No No No No No No No No No No No No No Yes

130. 131. 132. 133. 134. 135. 136.

PHT Title Corporation PN I, Inc. PN II, Inc. PQL Realty Corporation Preserve I, Inc. Preserve II, Inc. Pulte Argentina Corporation

100% 100% 100% 100% 100% 100% 100%

No No No No No No No

Yes

4

STATE OF SHARES NAME INCORPORATION O/S OWNED BY --------------------------------------------------------------------------------------------------------137. Pulte Arizona Services, Inc. Michigan 1,000 PH Arizona, LLC 138. Pulte Bajio Construcciones, S. de Mexico Pulte Mexico, S. de R.L. de C.V. R.L. de C.V. Pulte International Mexico, Inc. 139. Pulte Chile Corporation Michigan 1,000 Pulte International Corporation 140. Pulte Communities NJ, Limited Michigan Preserve II, Inc. Partnership Preserve I, Inc. 141. Pulte de Chile Limitada Chile Pulte Chile Corporation Pulte SA Corporation 142. Pulte Development Corporation Michigan 1,000 Pulte Home Corporation 143. Pulte Development New Mexico, Inc. Michigan 1,000 Pulte Home Corporation 144. Pulte Diversified Companies, Inc. Michigan 1,000 Pulte Homes, Inc. 145. Pulte Financial Companies, Inc. Michigan 1,000 Pulte Homes, Inc. 146. Pulte Funding, Inc. Michigan Pulte Mortgage LLC 147. Pulte Home Corporation Michigan 1,000 Pulte Diversified Companies, Inc. 148. Pulte Home Corporation of The Michigan 1,000 Pulte Home Corporation Delaware Valley 149. Pulte Home Sciences of Virginia, LLC Michigan PHS Virginia, Inc. 150. Pulte Home Sciences, LLC Michigan Pulte Homes of Michigan LLC 151. Pulte Homes of Greater Kansas City, Michigan 1,000 Pulte Home Corporation Inc. 152. Pulte Homes of Indiana, LLC Indiana Sean/Christopher Homes, Inc. Pulte-IN Corporation 153. Pulte Homes of Michigan I, Limited Michigan P/MI Partnership Pulte MI Holding Corp 154. Pulte Homes of Michigan LLC Michigan Pulte Homes, Inc. 155. Pulte Homes of Minnesota Corporation Minnesota 1,000 Pulte Home Corporation 156. Pulte Homes of New England LLC Michigan PHNE Business Trust 157. Pulte Homes of New Mexico, Inc. Michigan 1,000 Pulte Home Corporation 158. Pulte Homes of New York, Inc. Michigan 10,000 Pulte Home Corporation 159. Pulte Homes of NJ, LP Michigan PHC/Delaware Valley Preserve II 160. Pulte Homes of Ohio LLC Ohio Pulte Homes, Inc. 161. Pulte Homes of PA, LP Michigan PHC/Delaware Valley Preserve II 162. Pulte Homes of South Carolina, Inc. Michigan 1,000 Pulte Home Corporation 163. Pulte Homes of Texas, L.P. Texas Pulte Texas Holdings, Inc. PN I, Inc. 164. Pulte Homes Tennessee Limited Nevada RN Acquisition 2 Corp. Partnership Radnor Homes, Inc. 165. Pulte Homes, Inc. Michigan Publicly Traded 166. Pulte Internacional Mexico S. DE Mexico 50,000 Controladora R.L. DE C.V. Pulte International-Mexico, Inc.

OPTIONS MATERIAL NAME OWNED O/S SUB? --------------------------------------------------------------------137. Pulte Arizona Services, Inc. 100% No 138. Pulte Bajio Construcciones, S. de 99.99% No R.L. de C.V. .01% 139. Pulte Chile Corporation 100% No 140. Pulte Communities NJ, Limited 99% No Yes Partnership 1% 141. Pulte de Chile Limitada 99% No 1% 142. Pulte Development Corporation 100% No Yes 143. Pulte Development New Mexico, Inc. 100% No 144. Pulte Diversified Companies, Inc. 100% No Yes 145. Pulte Financial Companies, Inc. 100% No 146. Pulte Funding, Inc. 100% No 147. Pulte Home Corporation 100% No Yes 148. Pulte Home Corporation of The 100% No Yes Delaware Valley 149. Pulte Home Sciences of Virginia, LLC 100% No 150. Pulte Home Sciences, LLC 100% No 151. Pulte Homes of Greater Kansas City, 100% No Yes Inc. 152. Pulte Homes of Indiana, LLC 50% No 50% 153. Pulte Homes of Michigan I, Limited 99% No Partnership 1% 154. Pulte Homes of Michigan LLC 100% No Yes 155. Pulte Homes of Minnesota Corporation 100% No Yes 156. Pulte Homes of New England LLC 100% No Yes 157. Pulte Homes of New Mexico, Inc. 100% No Yes 158. Pulte Homes of New York, Inc. 100% No Yes 159. Pulte Homes of NJ, LP 1% No Yes

160. 161. 162. 163. 164. 165. 166.

Pulte Homes of Ohio LLC Pulte Homes of PA, LP Pulte Homes of South Carolina, Inc. Pulte Homes of Texas, L.P. Pulte Homes Tennessee Limited Partnership Pulte Homes, Inc. Pulte Internacional Mexico S. DE R.L. DE C.V.

99% 100% 1% 99% 100% 99.90% 0.10% 74.40% 25.60% 99% 1%

No No No No No No No No No

Yes Yes

Yes

5

STATE OF SHARES NAME INCORPORATION O/S OWNED BY --------------------------------------------------------------------------------------------------------167. Pulte International Building Michigan 1,000 Pulte International Caribbean Corp Corporation 168. Pulte International Caribbean Corp. Michigan 1,000 Pulte International Corporation 169. Pulte International Corporation Michigan 1,000 Pulte Diversified Companies, Inc. 170. Pulte International-Mexico, Inc. Michigan 1,000 Pulte International Corporation 171. Pulte Land Company, LLC Michigan Pulte Homes, Inc. 172. Pulte Land Development Corporation Michigan 1,000 Pulte Home Corporation 173. Pulte Lifestyle Communities, Inc. Michigan 1,000 Pulte Home Corporation 174. Pulte Mexico Division Centro Sur Mexico Pulte Mexico, S. de R.L. de C.V. Pulte International - Mexico, Inc. 175. Pulte Mexico Division Norte, S. DE Mexico Pulte Mexico S. DE RL DE C.V. RL DE C.V. Pulte International - Mexico, Inc. 176. Pulte Mexico, S. de R.L. de C.V. Mexico Controladora PHC, S.A. de C.V. 177. Pulte Michigan Holdings Corporation Michigan 10,000 Pulte Home Corporation 178. Pulte Michigan Services, LLC Michigan Pulte Diversified Companies, Inc. 179. Pulte Mortgage LLC Delaware Pulte Home Corporation 180. Pulte Payroll Corporation Michigan 1,000 Pulte Home Corporation 181. Pulte Real Estate Company Florida 200 Dean Realty Company 182. Pulte Realty Corporation Arizona 1,000 Pulte Homes, Inc. 183. Pulte S.R.L. Argentina Pulte Argentina Corporation Pulte SRL Corporation 184. Pulte SA Corporation Michigan 1,000 Pulte International Corporation 185. Pulte Services California, LLC Michigan Marquette Title Insurance Company 186. Pulte Services Corporation Michigan 1,000 Pulte Home Corporation 187. Pulte SRL Corporation Michigan 10,000 Pulte International Corporation 188. Pulte Texas Holdings, Inc. Michigan 1,000 PNII, Inc. 189. Pulte Title Agency of Michigan, Michigan PHC Title Corporation L.L.C. 190. Pulte Title Agency of Minnesota, Minnesota PHC Title Corporation L.L.C. 191. Pulte Title Agency of Ohio, Limited Ohio PHC Title Corporation Liability Company 192. Pulte Trades of North Carolina, LLC Michigan Pulte Home Corporation 193. Pulte.com, Inc. Michigan 10,000 Pulte Homes, Inc. 194. Pulte-IN Corporation Michigan 1,000 Pulte Homes of Michigan LLC 195. Radnor Homes, Inc. Michigan 1,000 Pulte Homes, Inc. 196. Residencial Riviera, S.A. de C.V. Mexico Controladora PHC, S.A. de C.V. 197. Residencias del Norte Limitada Chile Pulte Chile Corporation Pulte SA Corporation 198. Riverwalk of the Palm Beaches Florida 5,000 DiVosta and Company, Inc. Development Company, Inc. 199. RN Acquisition 2 Corp. Nevada 1,000 Pulte Homes, Inc. OPTIONS MATERIAL NAME OWNED O/S SUB? --------------------------------------------------------------------------167. Pulte International Building 100% No Corporation 168. Pulte International Caribbean Corp. 100% No 169. Pulte International Corporation 100% No 170. Pulte International-Mexico, Inc. 100% No 171. Pulte Land Company, LLC 100% No Yes 172. Pulte Land Development Corporation 100% No 173. Pulte Lifestyle Communities, Inc. 100% No 174. Pulte Mexico Division Centro Sur 99.9% No .1% No 175. Pulte Mexico Division Norte, S. DE 96.7% No RL DE C.V. 3.3% No 176. Pulte Mexico, S. de R.L. de C.V. 64% No 177. Pulte Michigan Holdings Corporation 100% No 178. Pulte Michigan Services, LLC 100% No 179. Pulte Mortgage LLC 100% No 180. Pulte Payroll Corporation 100% No 181. Pulte Real Estate Company 100% No 182. Pulte Realty Corporation 100% No Yes 183. Pulte S.R.L. 50% No 50% 184. Pulte SA Corporation 100% No 185. Pulte Services California, LLC 100% No 186. Pulte Services Corporation 100% No 187. Pulte SRL Corporation 100% No 188. Pulte Texas Holdings, Inc. 100% No 189. Pulte Title Agency of Michigan, 49% No L.L.C. 190. Pulte Title Agency of Minnesota, 80% No L.L.C. 191. Pulte Title Agency of Ohio, Limited 49% No

192. 193. 194. 195. 196. 197. 198. 199.

Liability Company Pulte Trades of North Carolina, LLC Pulte.com, Inc. Pulte-IN Corporation Radnor Homes, Inc. Residencial Riviera, S.A. de C.V. Residencias del Norte Limitada Riverwalk of the Palm Beaches Development Company, Inc. RN Acquisition 2 Corp.

100% 100% 100% 100% 25% 99.90% 0.10% 100% 100%

No No No No No No No No No

Yes Yes

Yes

6

STATE OF SHARES NAME INCORPORATION O/S OWNED BY --------------------------------------------------------------------------------------------------------200. Sean/Christopher Homes, Inc. Michigan 750 Pulte Homes of Michigan LLC 201. Shorepointe Village Homes, L.L.C. Michigan Pulte Homes, Inc. 202. Spa L Builders LLC California Pulte Home Corporation 203. Springfield Golf Resort, L.L.C. Arizona PC/BRE Springfield L.L.C. 204. Springfield Realty Corporation Michigan 2,500 Pulte Arizona Services, Inc. 205. Spruce Creek South Utilities, Inc. Florida 50 Del Webb's Spruce Creek Communities (Assets sold to Florida Water Utility Co. 6/30/00) 206. Stetson Ventures II, LLC Arizona Pulte Home Corporation 207. Sun City Homes, Inc. (formerly Del Nevada 100 Del Webb Corporation E. Webb Finance Company) 208. Sun City Sales Corporation Michigan 1,000 Del Webb Communities, Inc 209. Sun City Title Agency Co. Arizona 100,000 Del Webb Communities, Inc 210. Sun City Title Agency of Illinois, Arizona 1,000 Del Webb Corporation Inc. 211. Sun State Insulation Co., Inc. Arizona 1,000 Del Webb Communities, Inc 212. Terravita Corp. Arizona 1,000 Del Webb Corporation 213. Terravita Home Construction Co. Arizona 1,000 Del Webb Corporation 214. Trovas Construction Co. Arizona 1,000 Del Webb's Coventry Homes, Inc 215. TVM Corporation Michigan 1,000 Pulte Home Corporation 216. Village Walk Development Company, Florida 5,000 DiVosta and Company, Inc. Inc. 217. Wil Corporation Michigan 1,000 Pulte Home Corporation 218. Wilben II Limited Partnership Maryland PBW Corporation Wil Corporation 219. Wilben, LLLP Maryland Wil Corporation PBW Corporation 220. Williams' Field at Perry Hall, LLC Maryland Wil Corporation 221. Willow Brook Associates Limited Massachusetts Pulte Homes of New England, LL Partnership

OPTIONS MATERIAL NAME OWNED O/S SUB? --------------------------------------------------------------------200. Sean/Christopher Homes, Inc. 100% No Yes 201. Shorepointe Village Homes, L.L.C. 82.5% No 202. Spa L Builders LLC 38.6% No 203. Springfield Golf Resort, L.L.C. 88% No 204. Springfield Realty Corporation 100% No 205. Spruce Creek South Utilities, Inc. 100% No (Assets sold to Florida Water Utility Co. 6/30/00) 206. Stetson Ventures II, LLC 100% No 207. Sun City Homes, Inc. (formerly Del 100% No E. Webb Finance Company) 208. Sun City Sales Corporation 100% No 209. Sun City Title Agency Co. 100% No 210. Sun City Title Agency of Illinois, 100% No Inc. 211. Sun State Insulation Co., Inc. 100% No 212. Terravita Corp. 100% No Yes 213. Terravita Home Construction Co. 100% No Yes 214. Trovas Construction Co. 100% No 215. TVM Corporation 100% No 216. Village Walk Development Company, 100% No Inc. 217. Wil Corporation 100% No Yes 218. Wilben II Limited Partnership 99% No 1% 219. Wilben, LLLP 95% No 5% 220. Williams' Field at Perry Hall, LLC 100% No 221. Willow Brook Associates Limited 99% No Partnership

7

SCHEDULE 6.21(b) INVESTMENTS None 1

SCHEDULE 6.25 LABOR CONTRACT AND DISPUTES None 1

SCHEDULE 11.1 NOTICES Borrower Address: Pulte Homes, Inc. 100 Bloomfield Hills Parkway Suite 300 Bloomfield Hills, MI 48304 Attn: Bruce E. Robinson Telecopy No.: (248) 433-4529 with a copy to: Pulte Homes, Inc. 100 Bloomfield Hills Suite 300 Bloomfield Hills, MI 48304 Attn: Calvin Boyd Telecopy No.: (248) 433-4529 Bank One as Administrative Agent and Lender Bank One, NA 131 S. Dearborn Chicago, IL 60670 Attn: Patt Schiewitz Telecopy No.: (312) 325-3122 Other Lenders Citicorp North America, Inc. 390 Greenwich Street - 1st Floor New York, NY 10013 Attn: Michael Psyllos Telecopy No.: (212) 723-8380 Comerica Bank 500 Woodward Avenue - MC 3256 Detroit, MI 48226 Attn: Charles Weddell Telecopy No.: (313) 222-9295 1

SunTrust Bank 10710 Midlothian Turnpike Richmond, VA 23235 Attn: Scott Gilpin Telecopy No.: (804) 594-1139 The Royal Bank of Scotland plc 101 Park Avenue - 12th Floor New York, NY 10178 Attn: Juanita Baird/Rebecca Zhang Telecopy No.: (212) 401-1494/1336 UBS AG, Cayman Islands Branch 677 Washington Boulevard 6th Floor South Stamford, CT 06901 Attn: Christopher Aitkin Telecopy No.: (203) 719-3888 Credit Lyonnais New York Branch 1301 Avenue of the Americas New York, NY 10019 Attn: George Lewis Telecopy No.: (917) 849-5439 Guaranty Bank 8333 Douglas Avenue 11th Floor Dallas, TX 75225 Attn: Clay Carter Telecopy No.: (214) 360-1660 Standard Federal Bank N.A. 2600 W. Big Beaver, M0900-420 Troy, MI 48084 Attn: Wayne T. Bota Telecopy No.: (248) 822-5749 Deutsche Bank Trust Company Americas 60 Wall Street - 45th Fl. New York, NY 10086 Attn: Christopher Blum Telecopy No.: (212) 797-0088 2

Mizuho Corporate Bank, Ltd. 1251 Avenue of the Americas New York, NY 10020 Attn: Ricky Simmons Telecopy No.: (212) 354-7205 Washington Mutual Bank, FA 5950 La Place Court Suite 205 Carlsbad, CA 92008 Attn: Thomas S. Griffin Telecopy No.: (760) 804-8590 The Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch 227 West Monroe Street Suite 2300 Chicago, IL 60606 Attn: Tom Denio Telecopy No.: (312) 696-4535 BNP Paribas 209 South LaSalle Street Suite 500 Chicago, IL 60604 Attn: Thomas Ambrose Telecopy No.: (312) 977-1380 PNC Bank, National Association Two Tower Center, 18th Floor East Brunswick, NJ 08816 Attn: Real Estate Department -- Irene Chan Telecopy No.: (732) 220-3744 Compass Bank 2850 E. Camelback Road - Suite 140 10060 Skinner Lake Drive Phoenix, AZ 85016 Attn: Judy Mendoza Telecopy No.: (602) 840-1031 Fifth Third Bank, Eastern Michigan 1000 Town Center - Suite 1500 Southfield, MI 48075 Attn: Mike Dolson Telecopy No.: (248) 603-0548 3

The Northern Trust Company 50 S. LaSalle Street Chicago, IL 60675 Attn: Mark Taylor Telecopy No.: (312) 444-7028 The Norinchukin Bank, New York Branch 245 Park Avenue - 29th Floor New York, NY 10167 Attn: Nicholas A. Fiore Telecopy No.: (212) 697-5754 The Bank of East Asia Limited 202 Canal Street New York, NY 10013 Attn: Jay Chen Telecopy No.: (212) 219-3211 4

EXHIBIT 1.1 SUBSIDIARY GUARANTY THIS SUBSIDIARY GUARANTY (this "Guaranty") is made as of the ___________ day of ___________, ____, by the undersigned (collectively, the "Subsidiary Guarantors") in favor of the Administrative Agent, for the benefit of the Lenders, under the Credit Agreement referred to below. WITNESSETH: WHEREAS, Pulte Homes, Inc., a Michigan corporation (the "Principal"), and Bank One, NA, a national banking association having its principal office in Chicago, Illinois, as Administrative Agent, and certain other Lenders from time to time party thereto have entered into a certain Credit Agreement dated _________________, 2003 (as same may be amended or modified from time to time, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for extensions of credit to be made by the Lenders to the Principal; WHEREAS, the Credit Agreement requires that each of the Subsidiary Guarantors execute and deliver this Guaranty whereby each of the Subsidiary Guarantors shall guarantee the payment when due, subject to Section 10 hereof, of all Guaranteed Obligations, as defined below; and WHEREAS, in consideration of the financial and other support that the Principal has provided, and such financial and other support as the Principal may in the future provide, to the Subsidiary Guarantors, and because each Subsidiary Guarantor has determined that executing this Guaranty is in its interest and to its financial benefit, each of the Subsidiary Guarantors is willing to guarantee the obligations of the Principal under the Credit Agreement, any Note and the other Credit Documents; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Defined Terms. "Guaranteed Obligations" is defined in Section 4 below. Other capitalized terms used herein but not defined herein shall have the meaning set forth in the Credit Agreement. 2. Representations and Warranties. Each of the Subsidiary Guarantors represents and warrants (which representations and warranties shall be deemed to have been renewed upon each Extension of Credit under the Credit Agreement) that: (a) It (i) is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of the state (or other jurisdiction) of its organization, (ii) is duly qualified and in good standing as a foreign entity and authorized to do 1

business in every jurisdiction unless the failure to be so qualified, in good standing or authorized would not have or could not be reasonably expected to have a Material Adverse Effect and (iii) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. (b) It (i) has the requisite power and authority to execute, deliver and perform this Guaranty and any other Credit Document to which it is a party and to incur the obligations herein and therein provided for and (ii) is duly authorized to, and has been authorized by all necessary action, to execute, deliver and perform this Guaranty and any other Credit Document to which it is a party. (c) Neither the execution and delivery of the Credit Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof by it (i) violate or conflict with any provision of its articles or certificate of incorporation or bylaws, (ii) violate, contravene or materially conflict with any Requirement of Law or any other law, regulation (including, without limitation, Regulation D, O, T, U or X), order, writ, judgment, injunction, decree or permit applicable to it, (iii) violate, contravene or conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which it may be bound, the violation of which would have or could be reasonably expected to have a Material Adverse Effect, or (iv) result in or require the creation of any Lien (other than those contemplated in or created in connection with the Credit Documents) upon or with respect to its properties. (d) Except for consents, approvals and authorizations which have been obtained, no consent, approval, authorization or order of, or filing, registration or qualification with, any court or Governmental Authority or third party is required in connection with its execution, delivery or performance of this Guaranty and any other Credit Agreement to which it is a party. 3. Covenants. Each of the Subsidiary Guarantors covenants that, so long as any Lender has any Commitment outstanding under the Credit Agreement or any of the Guaranteed Obligations shall remain unpaid, that it will, and, if necessary, will enable the Principal to, fully comply with those covenants and agreements set forth in the Credit Agreement. 4. The Guaranty. Subject to Section 10 hereof, each of the Subsidiary Guarantors hereby absolutely and unconditionally guarantees, as primary obligor and not as surety, the full and punctual payment (whether at stated maturity, upon acceleration or early termination or otherwise, and at all times thereafter) and performance of the Credit Party Obligations, including without limitation any such Credit Party Obligations incurred or accrued during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, whether or not allowed or allowable in such proceeding (collectively, subject to the provisions of Section 10 hereof, being referred to collectively as the "Guaranteed Obligations"). Upon failure by the Principal to pay punctually any such amount, each of the Subsidiary Guarantors agrees that it shall forthwith on demand pay to the Administrative Agent for the benefit of the Lenders and, if applicable, their Affiliates, the amount not so paid at the place and in the manner specified in the Credit 2

Agreement, any Note or the relevant Credit Document, as the case may be. This Guaranty is a guaranty of payment and not of collection. Each of the Subsidiary Guarantors waives any right to require the Lenders or the Administrative Agent to sue the Principal, any other guarantor, or any other person obligated for all or any part of the Guaranteed Obligations, or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations. 5. Guaranty Unconditional. Subject to Section 10 hereof, the obligations of each of the Subsidiary Guarantors hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: (a) any extension, renewal, settlement, compromise, waiver or release in respect of any of the Guaranteed Obligations, by operation of law or otherwise, or any obligation of any other guarantor of any of the Guaranteed Obligations, or any default, failure or delay, willful or otherwise, in the payment or performance of the Guaranteed Obligations; (b) any modification or amendment of or supplement to the Credit Agreement, any Note or any other Credit Document; (c) any release, nonperfection or invalidity of any direct or indirect security for any obligation of the Principal under the Credit Agreement, any Note, any Collateral Document, any other Credit Document, or any obligations of any other guarantor of any of the Guaranteed Obligations, or any action or failure to act by the Administrative Agent, any Lender or any Affiliate of any Lender with respect to any collateral securing all or any part of the Guaranteed Obligations; (d) any change in the corporate or other legal existence, structure or ownership of the Principal or any other guarantor of any of the Guaranteed Obligations, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Principal, or any other guarantor of the Guaranteed Obligations, or its assets or any resulting release or discharge of any obligation of the Principal, or any other guarantor of any of the Guaranteed Obligations; (e) the existence of any claim, setoff or other rights which the Subsidiary Guarantors may have at any time against the Principal, any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person, whether in connection herewith or any unrelated transactions; (f) any invalidity or unenforceability relating to any other guarantor of any of the Guaranteed Obligations, for any reason related to the Credit Agreement, any Note on any other Credit Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other guarantor of the Guaranteed Obligations, of the principal of or interest on any Note or any other amount payable under the Credit Agreement, any Note or any other Credit Document; or 3

(g) any other act or omission to act or delay of any kind by the Principal, any other guarantor of the Guaranteed Obligations, the Administrative Agent, any Lender or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of any Subsidiary Guarantor's obligations hereunder. Notwithstanding the foregoing, the Subsidiary Guarantors do not waive defenses to the Guaranteed Obligations that are available to the Principal, except for such defenses as may arise by reason of any insolvency, bankruptcy, reorganization or similar proceeding affecting the Principal. 6. Discharge Only Upon Payment In Full: Reinstatement In Certain Circumstances. Each of the Subsidiary Guarantors' obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments under the Credit Agreement shall have terminated or expired. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Principal or any other party under the Credit Agreement or any other Credit Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Principal or otherwise, each of the Subsidiary Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. 7. Waivers. Each of the Subsidiary Guarantors irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Principal, any other guarantor of any of the Guaranteed Obligations, or any other Person. 8. Subrogation. Each of the Subsidiary Guarantors hereby agrees not to assert any right, claim or cause of action, including, without limitation, a claim for subrogation, reimbursement, indemnification or otherwise, against the Principal arising out of or by reason of this Guaranty or the obligations hereunder, including, without limitation, the payment or securing or purchasing of any of the Guaranteed Obligations by any of the Subsidiary Guarantors unless and until the Guaranteed Obligations are indefeasibly paid in full, and any commitment to lend under the Credit Agreement and any other Credit Documents is terminated or has expired. 9. Stay of Acceleration. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Principal, all such amounts otherwise subject to acceleration under the terms of the Credit Agreement, any Note or any other Credit Document shall nonetheless be payable by each of the Subsidiary Guarantors hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders. 10. Limitation on Obligations. (i) The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if 4

the obligations of any Subsidiary Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Subsidiary Guarantor's liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Subsidiary Guarantors, the Administrative Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Subsidiary Guarantor's "Maximum Liability"). This Section 10(a) with respect to the Maximum Liability of the Subsidiary Guarantors is intended solely to preserve the rights of the Administrative Agent hereunder to the maximum extent not subject to avoidance under applicable law, and neither the Subsidiary Guarantor nor any other person or entity shall have any right or claim under this Section 10(a) with respect to the Maximum Liability, except to the extent necessary so that the obligations of the Subsidiary Guarantor hereunder shall not be rendered voidable under applicable law. (a) Each of the Subsidiary Guarantors agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Subsidiary Guarantor, and may exceed the aggregate Maximum Liability of all other Subsidiary Guarantors, without impairing this Guaranty or affecting the rights and remedies of the Administrative Agent hereunder. Nothing in this Section 10(b) shall be construed to increase any Subsidiary Guarantor's obligations hereunder beyond its Maximum Liability. (b) In the event any Subsidiary Guarantor (a "Paying Subsidiary Guarantor") shall make any payment or payments under this Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure its obligations under this Guaranty, each other Subsidiary Guarantor (each a "Non-Paying Subsidiary Guarantor") shall contribute to such Paying Subsidiary Guarantor an amount equal to such Non-Paying Subsidiary Guarantor's "Pro Rata Share" of such payment or payments made, or losses suffered, by such Paying Subsidiary Guarantor. For the purposes hereof, each Non-Paying Subsidiary Guarantor's "Pro Rata Share" with respect to any such payment or loss by a Paying Subsidiary Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such Non-Paying Subsidiary Guarantor's Maximum Liability as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Subsidiary Guarantor's Maximum Liability has not been determined, the aggregate amount of all monies received by such Non-Paying Subsidiary Guarantor from the Principal after the date hereof (whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Subsidiary Guarantors hereunder (including such Paying Subsidiary Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Subsidiary Guarantors, the aggregate amount of all monies received by such Subsidiary Guarantors from the Principal after the date hereof (whether by loan, capital infusion or by other means). Nothing in this Section 10(c) shall affect any Subsidiary Guarantor's several liability for the entire amount of the 5

Guaranteed Obligations (up to such Subsidiary Guarantor's Maximum Liability). Each of the Subsidiary Guarantors covenants and agrees that its right to receive any contribution under this Guaranty from a Non-Paying Subsidiary Guarantor shall be subordinate and junior in right of payment to all the Guaranteed Obligations. The provisions of this Section 10(c) are for the benefit of both the Administrative Agent and the Subsidiary Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof. 11. Application of Payments. All payments received by the Administrative Agent hereunder shall be applied by the Administrative Agent to payment of the Guaranteed Obligations in the order of priority set forth in Section 9.4 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. 12. Notices. All notices, requests and other communications to any party hereunder shall be given or made by telecopier or other writing and telecopied, or mailed or delivered to the intended recipient at its address or telecopier number set forth on the signature pages hereof or such other address or telecopy number as such party may hereafter specify for such purpose by notice to the Administrative Agent in accordance with the provisions of Section 11.1 of the Credit Agreement. Except as otherwise provided in this Guaranty, all such communications shall be deemed to have been duly given when transmitted by telecopier, or personally delivered or, in the case of a mailed notice sent by certified mail return-receipt requested, on the date set forth on the receipt (provided, that any refusal to accept any such notice shall be deemed to be notice thereof as of the time of any such refusal), in each case given or addressed as aforesaid. 13. No Waivers. No failure or delay by the Administrative Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies provided in this Guaranty, the Credit Agreement, any Note and the other Credit Documents shall be cumulative and not exclusive of any rights or remedies provided by law. 14. No Duty to Advise. Each of the Subsidiary Guarantors assumes all responsibility for being and keeping itself informed of the Principal's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks that each of the Subsidiary Guarantors assumes and incurs under this Guaranty, and agrees that neither the Administrative Agent nor any Lender has any duty to advise any of the Subsidiary Guarantors of information known to it regarding those circumstances or risks. 15. Successors and Assigns. This Guaranty is for the benefit of the Administrative Agent and the Lenders and their respective successors and permitted assigns and in the event of an assignment of any amounts payable under the Credit Agreement, any Note, or the other Credit Documents, the rights hereunder, to the extent applicable to the indebtedness so assigned, shall be transferred with such indebtedness. This Guaranty shall be binding upon each of the Subsidiary Guarantors and their respective successors and permitted assigns. 6

16. Changes in Writing. Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated orally, but only in writing signed by each of the Subsidiary Guarantors and the Administrative Agent with the consent of the Required Lenders. 17. Costs of Enforcement. Each of the Subsidiary Guarantors agrees to pay all costs and expenses including, without limitation, all court costs and attorneys' fees and expenses paid or incurred by the Administrative Agent or any Lender or any Affiliate of any Lender in endeavoring to collect all or any part of the Guaranteed Obligations from, or in prosecuting any action against, the Principal, the Subsidiary Guarantors or any other guarantor of all or any part of the Guaranteed Obligations. 18. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF ILLINOIS. EACH OF THE SUBSIDIARY GUARANTORS HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS GUARANTY (INCLUDING, WITHOUT LIMITATION, ANY OF THE OTHER CREDIT DOCUMENTS) OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE SUBSIDIARY GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE SUBSIDIARY GUARANTORS, AND THE ADMINISTRATIVE AGENT AND THE LENDERS ACCEPTING THIS GUARANTY, HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. 19. Setoff. Without limiting the rights of the Administrative Agent or the Lenders under applicable law, if all or any part of the Guaranteed Obligations is then due, whether pursuant to the occurrence of an Event of Default or otherwise, then the Guarantor authorizes the Administrative Agent and the Lenders to apply any sums standing to the credit of the Guarantor with the Administrative Agent or any Lender of the Administrative Agent or any Lender toward the payment of the Guaranteed Obligations. 20. Taxes, etc. All payments required to be made by any of the Subsidiary Guarantors hereunder shall be made without setoff or counterclaim and free and clear of and without deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties or other charges of whatsoever nature imposed by any government or any political or taxing authority thereof (excluding federal taxation of the overall income of any Lender), provided, however, that if any of the Subsidiary Guarantors is required by law to make such deduction or 7

withholding, such Subsidiary Guarantor shall forthwith (i) pay to the Administrative Agent or any Lender, as applicable, such additional amount as results in the net amount received by the Administrative Agent or any Lender, as applicable, equaling the full amount which would have been received by the Administrative Agent or any Lender, as applicable, had no such deduction or withholding been made, (ii) pay the full amount deducted to the relevant authority in accordance with applicable law, and (iii) furnish to the Administrative Agent or any Lender, as applicable, certified copies of official receipts evidencing payment of such withholding taxes within 30 days after such payment is made. 21. Supplemental Guarantors. Pursuant to Section 7.12 of the Credit Agreement, additional Subsidiaries shall become obligated as Subsidiary Guarantors hereunder (each as fully as though an original signatory hereto) by executing and delivering to the Administrative Agent a supplemental guaranty in the form of Exhibit A attached hereto (with blanks appropriately filled in). IN WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Guaranty to be duly executed, under seal, by its authorized officer as of the day and year first above written. [Signature of Subsidiary Guarantors] 8

EXHIBIT A SUPPLEMENTAL GUARANTY [Date] Bank One, NA, as Administrative Agent Ladies and Gentlemen: Reference is hereby made to (i) that certain Credit Agreement, dated as of ________________, 2003, as amended, among Pulte Homes, Inc., the lenders from time to time parties thereto (the "Lenders"), and Bank One, NA, as a Lender and as administrative agent (the "Administrative Agent") on behalf of itself and the other Lenders (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement") and (ii) that certain Guaranty, dated as of even date with the Credit Agreement, executed and delivered by the Subsidiary Guarantors parties thereto in favor of the Administrative Agent, for the benefit of the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the "Guaranty"). Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the respective meanings provided therein. In accordance with Section 7.12 of the Credit Agreement and Section 21 of the Guaranty, the undersigned, [GUARANTOR]____________, a corporation [limited partnership/limited liability company] organized under the laws of ___________, hereby elects to be a "Guarantor" for all purposes of the Credit Agreement "Subsidiary Guarantor" for all purposes of the Guaranty, respectively, effective from the date hereof. Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Subsidiary Guarantor under, and to be bound in all respects by the terms of, the Guaranty, to the same extent and with the same force and effect as if the undersigned were a direct signatory thereto. This Supplemental Guaranty shall be construed in accordance with and governed by the internal laws of the State of Illinois (but otherwise without regard to the conflict of laws provisions). IN WITNESS WHEREOF, this Supplemental Guaranty has been duly executed by the undersigned as of the __ day of ____, 200_. [GUARANTOR] By: _______________________________ Name: Title: 9

EXHIBIT 1.2 INTERCREDITOR AND SUBORDINATION AGREEMENT THIS INTERCREDITOR AND SUBORDINATION AGREEMENT (this "Intercreditor Agreement"), dated as of October 1, 2003, is by and among ASSET SEVEN CORP., an Arizona corporation ("Asset Seven"), PULTE REALTY CORPORATION, an Arizona corporation ("Pulte Realty"), each subsidiary of Pulte Homes, Inc. that from time to time executes an Intercreditor Joinder Agreement (as defined below) (together with Asset Seven and Pulte Realty, individually a "Subordinated Creditor" and collectively the "Subordinated Creditors"), BANK ONE, NA, as administrative agent for the Revolving Credit Lenders from time to time party to the Revolving Credit Agreement described below (in such capacity, "Bank One"), and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as trustee for the Noteholders pursuant to the Indenture described below (in such capacity, the "Trustee"). RECITALS: A. Pursuant to the terms of that certain Credit Agreement, dated as of October 1, 2003 (as amended, modified, supplemented or restated from time to time, the "Revolving Credit Agreement"), among Pulte Homes, Inc. (the "Borrower"), the lenders from time to time party thereto (the "Revolving Credit Lenders") and Bank One, the Revolving Credit Lenders have provided a revolving credit facility to the Borrower. The obligations of the Borrower under the Revolving Credit Agreement are guaranteed by certain subsidiaries of the Borrower (the "Guarantors"). B. The Borrower has issued and may issue from time to time senior unsecured notes (the "Senior Notes") pursuant to that certain indenture, dated as of October 24, 1995, or a supplement thereto (as previously amended, modified or supplemented and as amended, modified, supplemented or restated from time to time, the "Indenture"). C. The Subordinated Creditors are holders of promissory notes (the "Subordinated Notes") from certain subsidiaries of the Borrower (the "Note Issuers"), which Subordinated Notes are secured by mortgages on certain real properties owned by the Note Issuers (the "Collateral"). D. Each Subordinated Creditor is a subsidiary of the Borrower. E. In order to induce the Revolving Credit Lenders and the holders of the Senior Notes (the "Noteholders") to provide or continue to provide the financial accommodations to the Borrower under the Revolving Credit Agreement and the Senior Notes (collectively, the "Senior Loan Documents" and individually, a "Senior Loan Document"), and because of the direct benefit to the Subordinated Creditors of such financial accommodations, Bank One and the Trustee have agreed to enter into this Intercreditor Agreement. 1

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I Definitions 1.1 Certain Defined Terms. For the purposes hereof: (a) "Code" means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended, modified, succeeded or replaced from time to time. References to sections of the Code should be construed also to refer to any successor sections. (b) "Event of Default" means (i) an "Event of Default" as defined in the Revolving Credit Agreement or (ii) an event of default under the Senior Notes or the Indenture. (c) "Senior Creditors" means (i) so long as any Senior Obligations (or commitments with respect thereto) remains outstanding under the Revolving Credit Agreement, Bank One and (ii) so long as any Senior Obligations (or commitments with respect thereto) remains outstanding under the Senior Notes, the Trustee. (d) "Senior Obligations" means (i) the "Credit Party Obligations" as defined in the Revolving Credit Agreement and (ii) all obligations (including, without limitation, principal, interest and fees) outstanding under the Senior Notes. (e) "Subordinated Obligations" means (i) the principal amount of, and accrued interest (including, without limitation, any interest which accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of a Note Issuer) on any Subordinated Note, and (ii) all other indebtedness, obligations and liabilities of the Note Issuers to the Subordinated Creditors now existing or hereafter incurred. (f) "Intercreditor Joinder Agreement" means an intercreditor joinder agreement in substantially the form of Exhibit A attached hereto. 1.2 Other Definitional Provisions. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Intercreditor Agreement shall refer to this Intercreditor Agreement as a whole and not to any particular provision of this Intercreditor Agreement, and section, subsection, schedule and exhibit references are to this Intercreditor Agreement unless otherwise specified. Defined terms herein shall include in the singular number the plural and in the plural the singular. 2

ARTICLE II Terms of Subordination 2.1 Subordination. (a) Each of the Subordinated Creditors agrees, for itself and each future holder of the Subordinated Obligations held by such Subordinated Creditor, that the Subordinated Obligations are expressly subordinate and junior in right of payment (as defined in subsection 2.1(b)) to all Senior Obligations in all respects. (b) "Subordinate and junior in right of payment" shall mean that: (i) Upon the occurrence and during the continuance of an Event of Default, none of the Subordinated Creditors will, without the express prior written consent of the Senior Creditors or unless otherwise instructed by the Senior Creditors, take, demand or receive, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment on or security for the whole or any part of the Subordinated Obligations, and, without the express prior written consent of the Senior Creditors or unless otherwise instructed by the Senior Creditors, none of the Subordinated Creditors will make demand for the payment of or accelerate the scheduled maturities of any amounts owing under the Subordinated Obligations. (ii) Until the Senior Obligations shall have been paid in full and satisfied, upon the occurrence and during the continuance of an Event of Default, none of the Subordinated Creditors will accelerate, declare to be immediately due and payable, enforce or take any action to enforce or collect, or otherwise exercise any rights or remedies it may possess with respect to the Subordinated Obligations or any portion thereof, or take any action to enforce or otherwise exercise any rights or remedies with respect to, or realize upon, the Collateral, in each case without the prior written consent of the Senior Creditors. (iii) Without limiting the generality of the foregoing provisions of this Section 2.1, in the event of any liquidation, termination, revocation or other winding-up of a Note Issuer, or in the event of any receivership, insolvency, reorganization or bankruptcy proceedings, assignment for the benefit of creditors or any proceeding by or against a Note Issuer for any relief under any bankruptcy, reorganization or insolvency law or laws (federal or state) or any law (federal or state) relating to the relief of debtors, readjustment of indebtedness, reorganization, composition or extension of indebtedness, then, upon the occurrence and during the continuance of an Event of Default, unless otherwise agreed to or instructed in writing by the Senior Creditors, all Senior Obligations shall first be paid in full before any payment or distribution is made in respect of the Subordinated Obligations, and any payment or distribution of any kind or character (whether in cash, property or securities) that, but for the subordination provisions contained herein, would otherwise be payable or deliverable to a Subordinated Creditor upon or in respect of the Subordinated Obligations, shall instead be paid over or delivered to the Senior Creditors or their representatives, and such Subordinated Creditor shall not receive any such payment or distribution or any benefit therefrom unless and until the Senior Obligations shall have been fully paid and satisfied. 2.2 Power of Attorney; Agreement to Cooperate. Each of the Subordinated Creditors hereby agrees, upon the occurrence of an Event of Default, to duly and promptly take such action as may 3

be requested at any time and from time to time by the Senior Creditors, to file appropriate proofs of claim in respect of the Subordinated Obligations, and to execute and deliver such powers of attorney, assignment of proofs of claim or other instruments as may be requested by the Senior Creditors in order to enable the Senior Creditors to enforce any and all claims upon or in respect of the Subordinated Obligations and to collect and receive any and all payments or distributions which may be payable or deliverable at any time upon or in respect of the Subordinated Obligations. 2.3 Payments Received by a Subordinated Creditor. Should any payment or distribution or security or realization of the Collateral, or the proceeds of any thereof, be collected or received by a Subordinated Creditor in respect of the Subordinated Obligations, and such collection or receipt is received in a receivership, insolvency, reorganization or bankruptcy proceeding involving a Note Issuer or is not expressly permitted hereunder, the Subordinated Creditor will forthwith turn over the same to the Senior Creditors in the form received (except for endorsement or assignment by the Subordinated Creditor when necessary) to be applied to the Senior Obligations and, until so turned over, the same shall be held in trust by the Subordinated Creditor as the property of the Senior Creditors. 2.4 Subrogation. The Subordinated Creditors shall not be subrogated to the rights of the Senior Creditors to receive payments or distributions of assets of the Note Issuers for the Senior Obligations. 2.5 Application of Payments Among Senior Creditors. Any payment with respect to the Senior Obligations or received by a Senior Creditor pursuant to the terms of this Intercreditor Agreement shall be applied pro rata to the Senior Obligations outstanding under the Revolving Credit Agreement and the Senior Notes based on the aggregate amount of Senior Obligations outstanding under the Revolving Credit Agreement and the Senior Notes, respectively, on the date of such payment, as certified by Bank One and the Trustee, respectively, to the other Senior Creditors. ARTICLE III Regulations and Warranties 3.1 Each of the Subordinated Creditors represents and warrants to the Senior Creditors that: (a) Subordinated Obligations. The Subordinated Obligations are payable solely and exclusively to the Subordinated Creditors and to no other person, firm, corporation or other entity, without deduction for any defense, offset or counterclaim. (b) Power and Authority; Authorization; No Violation. Each Subordinated Creditor has full power, authority and legal right to execute, deliver and perform this Intercreditor Agreement, and, the execution, delivery and performance of this Intercreditor Agreement have been duly authorized by all necessary action on the part of such Subordinated Creditor, do not require any approval or consent of any holders of any indebtedness or obligations of such Subordinated Creditor and will not violate any provision of law, governmental regulation, order 4

or decree or any provision of any indenture, mortgage, contract or other agreement to which such Subordinated Creditor is party or by which such Subordinated Creditor is bound. (c) Consents. No consent, license, approval or authorization of, or registration or declaration with, any governmental instrumentality, domestic or foreign, is required in connection with the execution, delivery and performance by the Subordinated Creditor of this Intercreditor Agreement. (d) Binding Obligation. This Intercreditor Agreement constitutes a legal, valid and binding obligation of the Subordinated Creditor enforceable in accordance with its terms. ARTICLE IV Modification of Senior Obligations; Reliance 4.1 Each of the Subordinated Creditors agrees that, without the necessity of any reservation of rights against such Subordinated Creditor and without notice to or further assent by such Subordinated Creditor, (a) any demand for payment of any Senior Obligation may be continued, and the Senior Obligations or the liability of the Borrower or any of its subsidiaries for any part thereof, or any guaranty therefor, or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered, or released and (b) any document or instrument evidencing or governing the terms of the Senior Obligations or guaranties or documents in connection with the Senior Obligations may be amended, modified, supplemented or terminated, in whole or in part, as the applicable Senior Creditor may deem advisable from time to time, in each case all without notice to or further assent by such Subordinated Creditor, which will remain bound under this Intercreditor Agreement, and all without impairing, abridging, releasing or affecting the subordination provided for herein, notwithstanding any such renewal, extension, modification, acceleration, compromise, amendment, supplement, termination, waiver, surrender or release. Each of the Subordinated Creditors waives (i) any and all notice of the creation, modification, renewal, extension or accrual of any of the Senior Obligations and (ii) notice of or proof of reliance on this Intercreditor Agreement and protest, demand for payment and notice of an Event of Default. The Senior Obligations shall conclusively be deemed to have been created, contracted, incurred or continued in reliance upon this Intercreditor Agreement, and all dealings between or among the Note Issuers and the Senior Creditors shall be deemed to have been consummated in reliance upon this Intercreditor Agreement. The Subordinated Creditors acknowledge and agree that the Senior Creditors, the Revolving Credit Lenders and the Noteholders have relied upon the subordination provided for herein in making the Senior Obligations available to the Borrower. ARTICLE V No Transfer of Subordinated Obligations or Collateral 5.1 The Subordinated Creditors will not (a) sell, assign or otherwise transfer, in whole or in part, any Subordinated Obligation or any Collateral held by the Subordinated Creditors or any interest therein to any other person or entity (a "Transferee") other than a Subordinated Creditor 5

or (b) create, incur or suffer to exist any security interest, lien, charge or other encumbrance whatsoever upon the Subordinated Obligations or the Collateral in favor of any Transferee. ARTICLE VI Joinder of Other Subordinated Creditors 6.1 Any subsidiary of the Borrower that properly elects to be taxed as a real estate investment trust under Section 856 (c) of the Code may become a Subordinated Creditor hereunder by executing and delivering an Intercreditor Joinder Agreement. Upon receipt by the Senior Creditors of an Intercreditor Joinder Agreement from a subsidiary of the Borrower, such subsidiary shall be considered a Subordinated Creditor under the terms of this Intercreditor Agreement. ARTICLE VII Miscellaneous 7.1 No Waiver; Cumulative Remedies. No failure or delay on the part of any Senior Creditor, Revolving Credit Lender or Noteholder in exercising any right, power or privilege hereunder or under any Senior Loan Document or any other loan document entered into in connection therewith and no course of dealing between the Subordinated Creditors and any Senior Creditor, Revolving Credit Lender or Noteholder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Senior Loan Document or any other loan document entered into in connection therewith preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies which the Senior Creditors, the Revolving Credit Lenders and the Noteholders would otherwise have. No notice to or demand on any Subordinated Creditor in any case shall entitle such Subordinated Creditor to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the Senior Creditors, the Revolving Credit Lenders and the Noteholders to any other or further action in any circumstances without notice or demand. 7.2 Further Assurances. The Subordinated Creditors agree, upon the request of a Senior Creditor, to promptly take such actions, as reasonably requested, as is necessary to carry out the intent of this Intercreditor Agreement. 7.3 Notices. All notices and other communications with respect to this Intercreditor Agreement shall have been duly given and shall be effective (a) when delivered in writing, (b) when transmitted via telecopy (or other facsimile device) to the number set out below, (c) the business day following the day on which the same has been delivered prepaid (or on an invoice basis) to a reputable national overnight air courier service, or (d) the third business day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth below or at such other address as such party may specify by written notice to the other parties hereto. 6

To Bank One:

Bank One, NA 131 S. Dearborn Street Chicago, IL 60670 Attn: Patt Schiewitz Ph: (312) 325-3132 Fax: (312) 325-3122

To the Trustee: Bank One Trust Company, National Association Attn: _____________________________________ Ph: _____________________________________ Fax: _____________________________________ 7.4 Governing Law; Jurisdiction. (a) THIS INTERCREDITOR AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Intercreditor Agreement may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Intercreditor Agreement, each party hereto hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of such courts. Each party hereto further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at the address for notices pursuant to Section 7.3, such service to become effective 20 days after such mailing. Nothing herein shall affect the right of a Senior Creditor to serve process on a Subordinated Creditor in any other manner permitted by law or to commence legal proceedings or to otherwise proceed against a Subordinated Creditor in any other jurisdiction. (b) Each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Intercreditor Agreement brought in the courts referred to in subsection (a) hereof and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. 7.5 Waiver of Jury Trial. EACH OF THE PARTIES TO THIS INTERCREDITOR AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS INTERCREDITOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 7

7.6 Successors and Assigns. This Intercreditor Agreement shall be binding upon and inure to the benefit of the Senior Creditors, the Subordinated Creditors, and their respective successors, transferees and assigns. 7.7 Severability. If any provision of any of this Intercreditor Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions. 7.8 Counterparts. This Intercreditor Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered. 7.9 Waivers, Amendments, Etc. This Intercreditor Agreement may not be rescinded or canceled or modified in any way, nor may any provision of this Intercreditor Agreement be waived or changed without the express prior written consent thereto of the Senior Creditors. 8

IN WITNESS WHEREOF, the parties hereto have caused this Intercreditor Agreement to be executed as of the day and year first above written.
SUBORDINATED CREDITOR: ASSET SEVEN CORP., an Arizona corporation By: _________________________ Name: _________________________ Title: _________________________ SUBORDINATED CREDITOR: PULTE REALTY CORPORATION, an Arizona corporation By: _________________________ Name: _________________________ Title: _________________________ SENIOR CREDITOR: BANK ONE, NA, as administrative agent for the Revolving Credit Lenders By: Name: Title: SENIOR CREDITOR: BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: _________________________ Name: _________________________ Title: _________________________

9

EXHIBIT A Form of Intercreditor Joinder Agreement THIS INTERCREDITOR JOINDER AGREEMENT (the "Agreement"), dated as of __________________________ is entered into among _________________________, (the "New REIT") and BANK ONE, N.A. and BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, in their capacity as Senior Creditors (the "Senior Creditors") under that certain Intercreditor and Subordination Agreement, dated as of October 1, 2003, among ASSET SEVEN CORP., an Arizona corporation, PULTE REALTY CORPORATION, an Arizona corporation, the other Subordinated Creditors party thereto and the Senior Creditors (as the same may be amended, modified, extended or restated from time to time, the "Intercreditor Agreement"). All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Intercreditor Agreement. 1. The New REIT hereby acknowledges, agrees and confirms that, by its execution of this Agreement, the New REIT will be deemed to be a Subordinated Creditor under the Intercreditor Agreement shall have all of the rights and obligations of a Subordinated Creditor thereunder as if it had executed the Intercreditor Agreement. The New REIT hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions and conditions contained in the Intercreditor Agreement, including without limitation, all of the subordination terms set forth in Article II of the Intercreditor Agreement. 2. This Agreement may be executed in any number of counterparts, each of which where so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts by telecopy shall be as effective as an original and shall constitute a representation that an original will be delivered. 3. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the New REIT has caused this Agreement to be duly executed by its authorized officer, as of the day and year first above written.
[NEW REIT] By: Name: Title: _________________________ _________________________ _________________________

10

Acknowledged and Accepted BANK ONE, NA, as administrative agent, in its capacity as a Senior Creditor
By: Name: Title: ____________________________ ____________________________ ____________________________

BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, in its capacity as a Senior Creditor
By: Name: Title: ____________________________ ____________________________ ____________________________

11

EXHIBIT 2.1(e) COMMITMENT AND ACCEPTANCE This Commitment and Acceptance (this "Commitment and Acceptance") dated as of_________ , 200_, is entered into among the parties listed on the signature pages hereof. Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement (as defined below). PRELIMINARY STATEMENTS Reference is made to that certain Credit Agreement dated as of ___________, 2003, by and among Pulte Homes, Inc., a Michigan corporation (the "Borrower"), Bank One, NA, as Administrative Agent, and the Lenders that are parties thereto (as the same may from time to time be amended, modified, supplemented or restated, in whole or in part and without limitation as to amount, terms, conditions or covenants, the "Credit Agreement"). Pursuant to Section 2.1(e) of the Credit Agreement, the Borrower has requested an increase in the Revolving Committed Amount from $_______________ to $__________________. Such increase in the Revolving Committed Amount is to become effective on _______________ __, ____ (the "Increase Date") [THIS DATE IS TO BE MUTUALLY AGREED UPON BY THE BORROWER, THE ACCEPTING LENDER AND AGENT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 2.1(e)) OF THE CREDIT AGREEMENT]. In connection with such requested increase in the Revolving Committed Amount, the Borrower, Administrative Agent and _________________ ("Accepting Lender") hereby agree as follows: 1. ACCEPTING LENDER'S COMMITMENT. Effective as of the Increase Date, [Accepting Lender shall become a party to the Credit Agreement as a Lender, shall have all of the rights and obligations of a Lender thereunder, shall agree to be bound by the terms and provisions thereof and shall thereupon have a Commitment under and for purposes of the Credit Agreement in an amount equal [the Commitment of Accepting Lender under the Credit Agreement shall be increased from $___________________] to the amount set forth opposite Accepting Lender's name on the signature pages hereof. 2. REPRESENTATIONS AND AGREEMENTS OF ACCEPTING BANK. Accepting Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements requested by Accepting Lender and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment and Acceptance, (ii) agrees that it will, independently and without reliance upon Administrative Agent or any Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, (iii) appoints and authorizes Administrative Agent to take such actions as Administrative Agent on its behalf and to exercise such powers under the Credit Documents as are delegated to Administrative Agent by the terms thereof, together with 1

such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the commitment and acceptance hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Credit Documents will not be "plan assets" under ERISA, and (vii) if applicable attaches the forms prescribed by the Internal Revenue Service of the United States certifying that Accepting Lender is entitled to receive payments under the Credit Documents without deduction or withholding of any United States federal income taxes.* *Paragraph 2 is to be inserted only if Accepting Lender is not already a party to the Credit Agreement prior to the Increase Date. 3. REPRESENTATION OF BORROWER. The Borrower hereby represents and warrants that, as of the date hereof and as of the Increase Date, (a) no event or condition shall have occurred and then be continuing which constitutes an Event of Default or Default and (b) the representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects (except to the extent any such representation or warranty is stated to relate solely to an earlier date). 4. ADMINISTRATIVE AGENT'S FEE. On or before the Increase Date, the Borrower shall pay to the Administrative Agent an administrative fee in the amount of $3,500.00. 5. GOVERNING LAW. This Commitment and Acceptance shall be governed by the internal law, and not the law of conflicts, of the State of Illinois. 6. NOTICES. For the purpose of notices to be given under the Credit Agreement, the address of Accepting Lender (until notice of a change is delivered) shall be the address set forth in Schedule 1. 2

IN WITNESS WHEREOF, the parties hereto have executed this Commitment and Acceptance by their duly authorized officers as of the date first above written. BORROWER: PULTE HOMES, INC. By: ____________________________________ Name: Title: ADMINISTRATIVE AGENT:
BANK ONE, NA, as ADMINISTRATIVE AGENT By: ____________________________________ Name: Title: COMMITMENT: $_______________________ ACCEPTING LENDER: [NAME OF ACCEPTING LENDER] By: ____________________________________ Name: __________________________________ Title: _________________________________

3

SCHEDULE 1 TO COMMITMENT AND ACCEPTANCE 1. Attach Accepting Lender's Administrative Information Sheet, which must include its payment instructions and notice address. 4

EXHIBIT 2.1(f) NOTE $______________ ___________, 200_ Pulte Homes, Inc., a Michigan corporation (the "Borrower"), promises to pay to the order of ____________________________________ (the "Lender") the lesser of the principal sum of ______________________________ Dollars ($_____________) or the aggregate unpaid principal amount of all Revolving Loans made by the Lender to the Borrower pursuant to Section 2 of the Agreement (as hereinafter defined), in immediately available funds at the main office of Bank One, NA in Chicago, Illinois, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on the Loans in full on the Maturity Date. The Lender shall, and is hereby authorized to, record on the schedule attached hereto, or to otherwise record in accordance with its usual practice, the date and amount of each Loan and the date and amount of each principal payment hereunder. This Note is one of the Revolving Notes issued pursuant to, and is entitled to the benefits of, the Credit Agreement dated as of ____________, 2003 (which, as it may be amended or modified and in effect from time to time, is herein called the "Agreement"), among the Borrower, the lenders party thereto, including the Lender, and Bank One, NA, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein have the meanings attributed to them in the Agreement. PULTE HOMES, INC. By:_____________________________________ Name: __________________________________ Title: _________________________________ 1

SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL TO NOTE OF PULTE HOMES, INC. DATED _______________, 200_
Principal Amount of Loan Maturity of Interest Period Principal Amount Paid

Unpaid Balance

2

EXHIBIT 2.2(e) SWINGLINE NOTE $50,000,000.00 ____________,200_ Pulte Homes, Inc., a Michigan corporation (the "Borrower") promises to pay to the order of Bank One, NA (the "Swingline Lender") the lesser of the principal sum of Fifty Million and no/100 Dollars ($50,000,000.00) or the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrower pursuant to the Agreement (as hereinafter defined) in immediately available funds at the main office of Bank One, NA, in Chicago, Illinois, as Administrative Agent, together with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the Agreement. The Borrower shall pay the principal of and accrued and unpaid interest on all Swingline Loans in full, if not sooner due and payable under the Agreement, on the Maturity Date. This Note is the Swingline Note issued pursuant to, and is entitled to the benefits of, the Credit Agreement, dated as of ____________, 2003 (which as it may be amended or modified and in effect from time to time is herein called the "Agreement") among the Borrower, the lenders party thereto (including the Swingline Lender) and Bank One, NA, as Administrative Agent, to which Agreement reference is hereby made for a statement of the terms and conditions governing this Note, including the terms and conditions under which this Note may be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the meanings attributed to them in the Agreement. PULTE HOMES, INC. By: ____________________________________ Name: Title: 1

EXHIBIT 7.1(c) FORM OF OFFICER'S CERTIFICATE
TO: BANK ONE, NA, as Administrative Agent [ADDRESS] Credit Agreement dated as of October 1, 2003 among PULTE HOMES, INC., a Michigan corporation (the "Borrower"), the Lenders identified therein, Bank One, NA as Administrative Agent (the "Administrative Agent")(as the same may be amended, modified, extended or restated from time to time, the "Credit Agreement") :

RE:

DATE

_________________________________________________________________ Pursuant to the terms of the Credit Agreement, I, Bruce E. Robinson,

Vice President and Treasurer of the Borrower, hereby certify on behalf of the Credit Parties that, as of the fiscal quarter/year ending _________ ____, 200__, the statements below are accurate and complete in all material respects (all capitalized terms used herein unless otherwise defined shall have the meanings set forth in the Credit Agreement): a. Attached hereto as Schedule 1 are calculations (calculated as of the date of the financial statements referred to in paragraph c. below) demonstrating compliance by the Credit Parties with the financial covenants contained in Section 7.2 of the Credit Agreement. b. No Default or Event of Default exists under the Credit Agreement. c. The quarterly/annual financial statements for the fiscal quarter/year ended _________ ___, 200__ which accompany this certificate are true and correct and have been prepared in accordance with GAAP (in the case of any quarterly financial statements, subject to changes resulting from audit and normal year-end audit adjustments). PULTE HOMES, INC. a Michigan corporation By: ____________________________________ Name: Bruce E. Robinson Title: Vice President and Treasurer 1

EXHIBIT 11.3(b) ASSIGNMENT AGREEMENT This Assignment Agreement (this "Assignment Agreement") between _____________ (the "Assignor") and __________________ (the "Assignee") is dated as of _____________, 200_. The parties hereto agree as follows: 1. PRELIMINARY STATEMENT. The Assignor is a party to a Credit Agreement (which, as it may be amended, modified, renewed or extended from time to time, is herein called the "Credit Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). Capitalized terms used herein and not otherwise defined herein shall have the meanings attributed to them in the Credit Agreement. 2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the Assignor's rights and obligations under the Credit Agreement such that after giving effect to such assignment the Assignee shall have purchased pursuant to this Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding rights and obligations under the Credit Agreement relating to the facilities listed in Item 3 of Schedule 1 and the other Credit Documents. The Commitment (or Loans, if the Commitment has been terminated) purchased by the Assignee hereunder is set forth in Item 3 of Schedule 1. 3. EFFECTIVE DATE. The effective date of this Assignment Agreement (the "Effective Date") shall be the later of the date specified in Item 3 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after a Notice of Assignment substantially in the form of Exhibit 1 attached hereto has been delivered to the Agent. Such Notice of Assignment must include any consents required to be delivered to the Agent by Section 11.13 of the Credit Agreement (including the consent of the Agent). In no event will the Effective Date occur if the payments required to be made by the Assignee to the Assignor on the Effective Date under Sections 4 and 5 hereof are not made on the proposed Effective Date. The Assignor will notify the Assignee of the proposed Effective Date no later than the Business Day prior to the proposed Effective Date. As of the Effective Date, (i) the Assignee shall have the rights and obligations of a Lender under the Credit Documents with respect to the rights and obligations assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its rights and be released from its corresponding obligations under the Credit Documents with respect to the rights and obligations assigned to the Assignee hereunder. 4. PAYMENTS, OBLIGATIONS. On and after the Effective Date, the Assignee shall be entitled to receive from the Agent all payments of principal, interest and fees with respect to the interest assigned hereby. The Assignee shall advance funds directly to the Agent with respect to all Loans and reimbursement payments made on or after the Effective Date with respect to the interest assigned hereby. [In consideration for the sale and assignment of Loans hereunder, (i) the Assignee shall pay the Assignor on the Effective Date, an amount equal to the principal amount of the portion of all Floating Rate Loans assigned to the Assignee hereunder and (ii) with respect to each Eurodollar Loan made by the Assignor and assigned to the 1

Assignee hereunder which is outstanding on the Effective Date, (a) on the last day of the Interest Period therefor or (b) on such earlier date agreed to by the Assignor and the Assignee or (c) on the date on which any such Eurodollar Loan either becomes due (by acceleration or otherwise) or is prepaid (the date as described in the foregoing clauses (a), (b) or (c) being hereinafter referred to as the "Payment Date"), the Assignee shall pay the Assignor an amount equal to the principal amounts of the portion of such Eurodollar Loan assigned to the Assignee which is outstanding on the Payment Date. If the Assignor and the Assignee agree that the Payment Date for such Eurodollar Loan shall be the Effective Date, they shall agree to the interest rate applicable to the portion of such Loan assigned hereunder for the period from the Effective Date to the end of the existing Interest Period applicable to such Eurodollar Loan (the "Agreed Interest Rate") and any interest received by the Assignee in excess of the Agreed Interest Rate shall be remitted to the Assignor. In the event interest for the period from the Effective Date to but not including the Payment Date is not paid by the Borrower with respect to any Eurodollar Loan sold by the Assignor to the Assignee hereunder, the Assignee shall pay to the Assignor interest for such period on the portion of such Eurodollar Loan sold by the Assignor to the Assignee hereunder at the applicable rate provided by the Credit Agreement. In the event a prepayment of any Eurodollar Loan which is existing on the Payment Date and assigned by the Assignor to the Assignee hereunder occurs after the Payment Date but before the end of the Interest Period applicable to such Eurodollar Loan, the Assignee shall remit to the Assignor the excess of the prepayment penalty paid with respect to the portion of such Eurodollar Loan assigned to the Assignee hereunder over the amount which would have been paid if such prepayment penalty was calculated based on the Agreed Interest Rate. The Assignee will also promptly remit to the Assignor (i) any principal payments received from the Administrative Agent with respect to Eurodollar Loans prior to the Payment Date and (ii) any amounts of interest on Loans and fees received from the Administrative Agent which relate to the portion of the Loans assigned to the Assignee hereunder for periods prior to the Effective Date, in the case of Floating Rate Loans, or the Payment Date, in the case of Eurodollar Loans, and not previously paid by the Assignee to the Assignor.]* In the event that either party hereto receives any payment to which the other party hereto is entitled under this Assignment Agreement, then the party receiving such amount shall promptly remit it to the other party hereto. *THE PARTIES MAY INSERT ALTERNATIVE PAYMENT PROVISIONS IN LIEU OF THE PAYMENT TERMS INCLUDED IN THIS EXHIBIT. 5. FEES PAYABLE BY THE ASSIGNEE. [To the extent applicable, the Assignee shall pay to the Assignor a fee on each day on which a payment of interest or commitment fee is made under the Credit Agreement with respect to the amounts assigned to the Assignee hereunder (other than a payment of interest or commitment fee for the period prior to the Effective Date or, in the case of Eurodollar Loans, the Payment Date, which the Assignee is obligated to deliver to the Assignor pursuant to Section 4 hereof). The amount of such fee shall be the difference between (i) the interest or fee, as applicable, paid with respect to the amounts assigned to the Assignee hereunder and (ii) the interest or fee, as applicable, which would have been paid with respect to the amounts assigned to the Assignee hereunder if each interest rate was ___ of 1% less than the interest rate paid by the Borrower or if the commitment fee was _____ of 1% less than the commitment fee paid by the Borrower, as applicable. In addition, the 2

Assignee agrees to pay ____% of the recordation fee required to be paid to the Administrative Agent pursuant to the Credit Agreement in connection with this Assignment Agreement.]* *THE PARTIES MAY INSERT ALTERNATIVE PAYMENT PROVISIONS IN LIEU OF THE PAYMENT TERMS INCLUDED IN THIS EXHIBIT. 6. REPRESENTATIONS OF THE ASSIGNOR: LIMITATIONS ON THE ASSIGNOR'S LIABILITY. The Assignor represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim created by the Assignor. It is understood and agreed that the assignment and assumption hereunder are made without recourse to the Assignor and that the Assignor makes no other representation or warranty of any kind to the Assignee. Neither the Assignor nor any of its officers, directors, employees, agents or attorneys shall be responsible for (i) the due execution, legality, validity, enforceability, genuineness, sufficiency or collectibility of any Credit Documents, including without limitation, documents granting the Assignor and the other Lenders a security interest in assets of the Borrower, any Subsidiary, or any Guarantor, (ii) any representation, warranty or statement made in or in connection with any of the Credit Documents, (iii) the financial condition or creditworthiness of the Borrower, any Subsidiary, or any Guarantor, (iv) the performance of or compliance with any of the terms or provisions of any of the Credit Documents, (v) inspecting any of the property, books or records of the Borrower, any Subsidiary, or any Guarantor, (vi) the validity, enforceability, perfection, priority, condition, value or sufficiency of any collateral securing or purporting to secure the Loans or (vii) any mistake, error of judgment, or action taken or omitted to be taken in connection with the Loans or the Credit Documents. 7. REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of such financial statements requested by the Assignee and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that it will, independently and without reliance upon the Agent, the Assignor or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Documents, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Documents are required to be performed by it as a Lender and represents that as of the Effective Date no limitation or prohibition provided by any applicable statute or regulation affects its ability to extend credit under the Credit Agreement, (v) agrees that its payment instructions and notice instructions are as set forth in the attachment to Schedule 1, (vi) confirms that none of the funds, monies, assets or other consideration being used to make the purchase and assumption hereunder are "plan assets" as defined under ERISA and that its rights, benefits and interests in and under the Credit Documents will not be "plan assets" under ERISA, [and (vii) attaches the forms prescribed by the Internal Revenue Service of the United States certifying that the Assignee is entitled to receive payments under the Credit Documents without deduction or withholding of any United States federal income taxes]*. 3

*TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE UNITED STATES, OR A STATE THEREOF. 8. INDEMNITY. The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee's non-performance of the obligations assumed under this Assignment Agreement. 9. SUBSEQUENT ASSIGNMENTS. After the Effective Date, the Assignee shall have the right pursuant to Section 11.13 of the Credit Agreement to assign the rights which are assigned to the Assignee hereunder to any entity or person, provided that (i) any such subsequent assignment does not violate any of the terms or conditions of the Credit Documents or any law, rule, regulation, order, writ, judgment, injunction or decree and that all consents required under the terms of the Credit Documents have been obtained and (ii) unless the prior written consent of the Assignor is obtained, the Assignee is not thereby released from its obligations to the Assignor hereunder, if any remain unsatisfied, including, without limitation, its obligations under Sections 4, 5 and 8 hereof. 10. REDUCTIONS OF COMMITMENT. If any reduction in the Commitment occurs between the date of this Assignment Agreement and the Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall remain the same, but the dollar amount purchased shall be recalculated based on the reduced Commitment of the Assignor. 11. ENTIRE AGREEMENT. This Assignment Agreement and the attached Notice of Assignment embody the entire agreement and understanding between the parties hereto and supersede all prior agreements and understandings between the parties hereto relating to the subject matter hereof. 12. GOVERNING LAW. This Assignment Agreement shall be governed by and construed in accordance with, the laws of the State of Illinois without regard to principles of conflict of laws. 13. NOTICES. Notices shall be given under this Assignment Agreement in the manner set forth in the Credit Agreement. For the purpose hereof the addresses of the parties hereto (until notice of a change is delivered) shall be the addresses set forth in the attachment to Schedule 1. 4

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement by their duly authorized officers as of the date first above written. [NAME OF ASSIGNOR] By:________________________________ Title:_____________________________ [NAME OF ASSIGNEE] By:________________________________ Title:_____________________________ 5

SCHEDULE 1 to Assignment Agreement 1. Description and Date of Credit Agreement: 2. Date of Assignment Agreement: _________________, 200_ 3. Amounts (As of Date of Item 2 above):
a. Total of Commitments (Loans)* under Credit Agreement b. Assignee's Percentage purchased under the Assignment Agreement** c. Amount of Assigned Share purchased under the Assignment Agreement d. Assignee's aggregate Commitment Amount (Loan Amount)* Purchased Hereunder: e. Proposed Effective Date: Accepted and Agreed: [NAME OF ASSIGNOR] By:___________________________ Title:________________________ [NAME OF ASSIGNEE] By:____________________________ Title:_________________________

$_______

_______%

$_______

$_______

_______

*If a Commitment has been terminated, insert outstanding Loans in place of Commitment **Percentage taken to 10 decimal places 1

Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT Attach Assignor's Administrative Information Sheet, which must include notice address for the Assignor and the Assignee. 2

EXHIBIT 10.2 EMPLOYMENT SEPARATION AGREEMENT AND RELEASE OF ALL LIABILITY This Employment Separation Agreement and Release of All Liability ("Agreement") is made on May 13, 2003 between Mark J. O'Brien ("Executive") and Pulte Homes, Inc., a Michigan corporation ("Pulte"). As used in this Agreement, "Employer" means Pulte, its successors, assigns, parents, subsidiaries, divisions and/or affiliates (whether incorporated or unincorporated), and all of its past and present directors, officers, trustees, employees and agents (in their individual and representative capacities) of each and any and all persons acting by, through, or in concert with any of them. RECITALS A. Executive has worked in the employ of Employer since 1982; currently, he is the President and Chief Executive Officer and a Director of Pulte. B. Executive will resign from his employment on June 30, 2003 (the "Termination Date"). C. In consideration of payments to be made, and benefits to be provided, by Employer to Executive, Executive and Employer have each agreed to release the other from any liability to the other and to the other matters set forth in this Agreement. Therefore, Executive and Employer agree as follows: 1. Executive resigns from all of his positions with Employer (including from the Board of Directors of Employer), effective on the Termination Date. 2. The following will be Executive's sole and exclusive payments and benefits with respect to Executive's continued employment through the Termination Date, the termination of Executive's employment with Employer and Executive's other obligations under this Agreement: (a) As long as he remains employed by Employer, Executive will receive a continuation of his current monthly salary of $70,833.33 and a continuation of his current fringe benefits until the Termination Date. Executive will also be entitled to receive a bonus with respect to the year ending December 31, 2003 in an amount equal to $3,200,000. The salary and bonus referred to in this paragraph 2(a) will be paid in accordance with Employer's normal payroll procedures and policies, except that the bonus will be paid on January 9, 2004. The usual withholdings and deductions for applicable taxes and the like will be deducted from all payments to Executive under this paragraph 2(a).

(b) In return for the consulting services described in Exhibit 1 to this Agreement, Executive will receive 18 monthly payments of $70,833.33 each, payable on the first business day of each month beginning on July 1, 2003 and ending on December 1, 2004. (c) Executive will be entitled to: (1) $1,925,000, which represents an amount equal to the entire maximum award which would have been payable to him under the Long-Term Incentive Plan for Key Executives which commenced on January 1, 2001; such amount will be payable on the date that awards are payable to Pulte executives under such plan. (2) $1,966,667, which represents an amount equal to the sum of (A) 1/2 of Executive's maximum award which would have been payable to him under the Long-Term Incentive Plan for Key Executives which commenced on January 1, 2002 ($1,400,000), plus (B) 1/6 of Executive's maximum award which would have been payable to him under the Long Term Incentive Plan for Key Executives which commenced on January 1, 2003 ($566,667); such payment will be made on June 30, 2004. Payments to Executive under this paragraph 2(c) will be made irrespective of whether awards are payable to Pulte executives under such plans, and the amount of such payments will not change even if a greater or lesser amount would have ultimately been earned for Executive's account under the plans had he remained a participant under such plans for the duration of the plans. Payments under this paragraph 2(c) will be in lieu of any other awards or payments which may be owed under the long-term compensation plans referred to in this paragraph. Payments under this paragraph 2 will be made by direct deposit to such accounts as Executive advises Pulte in writing from time to time. (d) Employer will provide Executive and his spouse with continued medical and dental insurance coverage and will use its best commercially reasonable efforts to obtain for Executive continued disability and life insurance coverage, in each case with benefits substantially equivalent to Executive's current coverage, until Executive reaches age 65. Executive will cooperate with Employer in its efforts to obtain disability and life insurance coverage, including, if required by the prospective insurer, submitting to a physical examination. If Employer is unable to obtain disability and/or life insurance coverage for Executive at standard rates, it will not be required to obtain such coverage. In such case, if Executive desires to purchase such coverage, Employer will, upon Executive's request, contribute an amount equal to the standard rate for such coverage to Executive's cost of purchasing such coverage. If Executive dies or becomes disabled before reaching age 65 and is survived by his wife, such medical and dental benefits will be provided to Executive's widow until the date that would have been Executive's 65th birthday. Executive (or his widow) will reimburse Pulte, on request (but not more often than quarterly), for the same portion of the premium for such coverage as Pulte senior executives reimburse Pulte for their own health, dental, disability, and life insurance coverage (as applicable). 2

(e) From July 1, 2003 until December 31, 2003, Executive will be entitled to reasonable secretarial support, at no charge, from a Pulte secretary (Karen O'Paterny). (f) Pulte will use its best commercially reasonable efforts to assign to Executive the lease of the 2003 Lexus SC430 convertible currently used by Executive. Upon such assignment, Pulte will (at its cost) have the automobile moved to Executive's Florida residence. (g) Pulte (or a Pulte subsidiary) will assume Executive's obligations under the lease of apartment premises at 444 Chester (the "Apartment Lease"). If, for any reason, Pulte is not allowed by the landlord under the Apartment Lease to assume the Apartment Lease, it will pay directly to the landlord, on Executive's behalf, all remaining obligations under the Apartment Lease. Executive will vacate the apartment premises by June 10, 2003. To induce Pulte to assume the Apartment Lease, Executive represents and warrants to Pulte as follows: (1) Executive has delivered to Pulte a true and correct copy of the Apartment Lease. (2) Executive is not in default under the Apartment Lease. Executive will indemnify and hold Employer harmless against any costs or liability incurred by Employer as a result of Executive's breach of his representations and warranties under this paragraph 2(g). (h) Executive will be allowed to retain (1) his laptop computer after Pulte's Information Systems representatives have removed all confidential and proprietary information from the computer; (2) his company-provided palm pilot; (3) his company-provided cellular phone; and (4) other miscellaneous personal items. (i) Pulte will (at its cost) cause all of Executive's personal furnishings to be packed and moved from his Michigan apartment and/or office to his Florida residence. (j) Pulte will reimburse Executive for the following professional fees which may be incurred by him: (1) up to $15,000 in connection with the preparation and negotiation of this Agreement (including tax planning); and (2) up to $8,500 per year for tax and financial advisory services rendered with respect to the calendar years ending December 31, 2003 and 2004, respectively. Fees will be paid by Pulte under this paragraph 2(j) upon Executive's presentation to Pulte of bona fide statements for services rendered. (k) Pulte will make all remaining premium payments under the split dollar insurance policy maintained by Pulte on Executive's behalf, and Executive will have no further obligations with respect to such insurance. All documents relating to such insurance will remain in full force and effect. The amounts payable, and the benefits provided, under this paragraph 2 will continue to be payable and provided notwithstanding Executive's death or disability. 3

Executive will indemnify Employer for any taxes, interest and penalties payable or claimed by appropriate authorities to be payable in respect of the payments and benefits described in this paragraph 2 that result from Executive's failure to pay or timely pay such taxes, interest and/or penalties. 3. For the consideration described in this Agreement, Employer and Executive hereby fully and forever mutually release, acquit and discharge each other from and for all manner of claims, counterclaims, causes of action, bonds, bills, debts, sums of money, commissions, compensation for purported personal services rendered, damages and rights whatsoever, in law or in equity, now existing in its or his favor by reason of any facts, known or unknown, including under Pulte's Long-Term Incentive Plans for Key Executives (except for the payments described in paragraph 2(c) above in lieu of payments under such plans). This release does not cover any breach of this Agreement (including Pulte's and Executive's obligations under paragraph 2 above). 4. Except for actions or suits based upon breaches of this Agreement, each of Executive and Employer will refrain from commencing any suit, claim or action, or prosecuting any pending action, claim or suit, in law or in equity, against the other on account of any employment related action or cause of action based upon any facts, whether known or unknown, including all claims for wrongful discharge, breach of contract, violation of the penal statutes, negligence of any kind, intentional infliction of emotional distress, defamation and/or discrimination on account of sex, age, race, handicap or nationality which has or could have been alleged under the common law or any federal, state or local statute or ordinance, including: Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Rehabilitation Act of 1973; the Older Workers Benefit Protection Act; the Americans With Disabilities Act; the Family and Medical Leave Act of 1993; the Elliott-Larsen Civil Rights Act; the Michigan Handicappers Civil Rights Act; the Michigan Whistle Blowers Protection Act; the Michigan Wage and Benefit Act; and any and all amendments to any of the foregoing. 5. Executive will forever maintain as confidential all confidential information of Employer. For purposes of this Agreement, confidential information means all confidential and proprietary information of Employer, including confidential and proprietary data, know-how, schedules, processes, designs, sketches, photographs, plans, drawings, specifications, samples, reports, vendor information, pricing information, market definitions, inventions, ideas and information obtained from Employer as well as strategic information concerning Employer. Confidential information may be written or oral. Confidential information will not include information which: (1) is or becomes severally available to the public other than as a result of Executive's disclosure; or (2) becomes available to Executive on a non-confidential basis from a source other than Employer provided that such source is not bound by a confidentiality agreement with or other obligation of secrecy to Employer which is known to Executive. 4

Executive will be allowed to disclose confidential information if required by law to do so. However, if practicable, Executive will advise Employer of such legal requirements prior to making such disclosure, so that Employer may attempt (at no cost or penalty to Executive) to seek an appropriate protective order or legal limitation on such disclosure. (b) From the date of this Agreement until June 30, 2005, Executive will not, directly or indirectly: (1) Engage in, or have an interest in or be associated with (whether as an officer, director, stockholder, partner, member, associate, employee, consultant, owner or otherwise), a "Competing Business", which is any corporation, partnership, limited liability company, firm or enterprise (including a sole proprietorship) which directly competes with Employer anywhere in the United States, Puerto Rico or Latin America. Notwithstanding the foregoing, Executive may invest in any publicly-held corporation engaged in a Competing Business if (A) such investment does not exceed 5% in value of the issued and outstanding capital stock of such corporation and (B) Executive is not otherwise affiliated with such corporation. (2) Employ any person known by Executive to be an employee of Employer or induce or attempt to induce any person known by Executive to be an employee of Employer or any of its affiliates to leave the employment of the Employer or such affiliate. (3) Deliberately attempt to materially and adversely affect the relationship between Employer and (i) any of its vendors, contractors, subcontractors, shareholders, or customers, (ii) the financial community, or (iii) the public. The provisions of this paragraph 5(b) will automatically terminate if (i) Employer breaches this Agreement by failing to pay Executive any payment or to provide any benefit to Executive when and as due under this Agreement and (ii) Employer fails to cure such breach within 10 days after written notice from Executive to Employer of such breach by Employer. Before being deemed to be in violation of clause (1) of this paragraph 5 (b), Executive must be given written notice from Pulte and a 10 day right to cure; such cure will include repaying to Pulte all amounts paid or payable to Executive from or with respect to the activity which violates clause (1). (c) If Executive violates this paragraph 5 in any material respect (and Pulte has not previously consented in writing to the action which constitutes the violation), Employer will be entitled to all remedies available to it under law or equity (including specific performance, a claim for damages, including a refund of amounts previously paid or benefits provided by Employer pursuant to paragraph 2(b) of this Agreement, and termination of any or all of the remaining payments and benefits described under paragraph 2(b) above). Such exercise of rights and remedies will not be considered a breach of this Agreement by Employer. 5

6. Except as may be required by law, (a) Executive will not directly or indirectly assist or aid any other person, corporation, firm, partnership or other entity, in or about any action, cause of action, suit, claim, proceeding, litigation or other matter against Employer (collectively, "Covered Matters") and (b) Executive will not communicate with, either orally or in writing, in any manner whatsoever, any other person, corporation, firm, partnership or other entity, in or about any Covered Matter other than communications with members of Executive's family, friends and professional advisors as long as such communications are conducted in a fashion which will not and could not reasonably be expected to adversely affect Employer. 7. On the Termination Date: (a) Except for the items retained by Executive under paragraph 2 above, Executive will return to Employer all materials, files and any other property which belong to Employer (including his security cards, keys, and telephone credit card); and (b) Executive and Employer will execute and deliver the agreement attached as Exhibit 2 to this Agreement (the "Bring-down Release") in order to re-affirm the release and covenant not to sue which are reflected in paragraphs 3 and 4 above, effective as of the Termination Date. The parties' failure or a party's refusal to execute and deliver the Bring-down Release will not invalidate or diminish the effectiveness of the release and covenant not to sue set forth in paragraphs 3 and 4 above. 8. Executive is completely able to perform the duties of his position at Employer, and has no disability recognized under the Workers' Compensation Act or otherwise. Executive will not claim or collect state unemployment benefits in connection with the termination of his employment with Employer. If Executive violates this covenant or if Executive claims or collects any worker's compensation benefits with respect to his employment by Employer, he will immediately forfeit or refund that portion of the consideration paid or payable by Employer to Executive under this Agreement which is equal to the unemployment or worker's compensation benefits, as applicable, received by Executive. 9. Pulte will indemnify and hold Executive harmless from any claims, demands and complaints made by any third party, which arise out of or relate to Executive's good faith performance of his job duties during the term of his employment by Employer and of his consulting duties under this Agreement, in accordance with Employer's bylaws and applicable law. Executive will advise Employer of any such claim immediately upon becoming aware of it. Employer's agreement in this respect is based and reliant upon Executive's specific representation that he is not presently aware, nor does he have any reason to suspect, that any such claim, demand or complaint will be forthcoming, other than with respect to any matter which has been disclosed in Item 3 of Pulte's Annual Report on Form 10-K for the fiscal year ended December 31, 2002 or in Pulte's Quarterly Report on Form 10-Q with respect to the fiscal quarter ended March 31, 2003. 10. Executive will retain all of his Pulte stock options in accordance with the stock option agreements which evidence such option grants (the "Option Agreements"). Such options will not be subject to any restriction or forfeiture under this agreement (including paragraphs 5 and 6 above) but will continue to be subject to the Option Agreements. 6

11. (a) This Agreement, which will be effective and irrevocable immediately upon the time limits described in this Agreement, reflects the entire agreement of Executive and Employer relative to its subject matter, and supersedes all prior or contemporaneous oral or written understandings, statements, representations or promises with respect to the termination of Executive's employment, including the confidentiality, non-competition and non-solicitation agreement delivered by Executive to Employer in 2000. (b) This Agreement may not be amended except by a written instrument signed by Executive and Pulte, on behalf of Employer. (c) This Agreement will be construed in accordance with and governed by Michigan law. The sole forum for any dispute under this Agreement will be the Oakland County (Michigan) Circuit Court; the parties consent to the exclusive jurisdiction of such court. 12. Executive will use his best reasonable efforts to maintain, and will instruct his attorneys, accountants and tax and financial advisors and consultants to maintain, the confidentiality of the existence and terms of this Agreement, and any underlying conversations, discussions, documents, correspondence or agreements in furtherance thereof or in connection or leading thereto. However, Executive will be entitled to disclose (a) information to the extent required by law, (b) information which becomes a matter of public record (other than as a result of Executive's disclosure thereof), (c) information to his immediate family but only after instructing them to keep such information confidential and (d) the existence of his non-disclosure obligation or other obligations under this Agreement to any person who requests that Executive disclose information in violation of this paragraph 12 or otherwise requests that Executive take action in violation of this Agreement. 13. Upon request of Executive, as long as he is not in default of this Agreement, Pulte will provide a favorable reference on behalf of Executive to prospective employers and other persons doing business with Executive. Neither Executive nor Employer will disparage the other in any way. 14. EXECUTIVE UNDERSTANDS THAT BY THIS AGREEMENT HE IS WAIVING ANY RIGHTS HE MAY PRESENTLY HAVE UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT, AS AMENDED. EXECUTIVE ENTERS INTO THIS AGREEMENT FREELY AND VOLUNTARILY WITHOUT ANY DURESS OR COERCION, AND AFTER HE HAS CAREFULLY AND COMPLETELY READ ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. HE HAS BEEN ADVISED TO CONSULT WITH LEGAL COUNSEL AND UNDERSTANDS HE WILL BE ALLOWED TO CONSIDER THIS AGREEMENT FOR 21 DAYS PRIOR TO SIGNING IT. EXECUTIVE UNDERSTANDS THAT THIS AGREEMENT SHALL NOT BECOME EFFECTIVE FOR SEVEN DAYS FOLLOWING THE DATE IT IS SIGNED, DURING WHICH TIME HE MAY REVOKE THIS AGREEMENT BY WRITTEN NOTICE TO EMPLOYER, IN CARE OF JOHN R. STOLLER, SENIOR VICE PRESIDENT AND GENERAL COUNSEL. EXECUTIVE UNDERSTANDS THAT PAYMENTS TO BE MADE TO HIM AS PROVIDED IN THIS AGREEMENT WILL NOT COMMENCE UNTIL THE EXPIRATION OF SUCH DAYS. 7

Date: May 13, 2003

/s/ Mark J. O'Brien -------------------------------Mark J. O'Brien

Pulte Homes, Inc. (on behalf of itself and all entities which constitute "Employer" under this Agreement)
Date: May 13, 2003 By: /s/ Roger A. Cregg ------------------------Name: Roger Cregg Title: Senior Vice President and Chief Financial Officer

8

EXHIBIT 1 CONSULTING SERVICES Unless otherwise defined in this Schedule, all capitalized terms used in this Schedule will have the meanings given to them in the employment separation agreement and release of liability entered into today between Mark J. O'Brien and Pulte Homes, Inc. 1. During the Consulting Term (which begins on July 1, 2003 and will end on December 31, 2004), Executive will, upon reasonable notice from Employer, provide consulting services ("Services") to Employer in connection with Employer's business, including domestic and international homebuilding, merger and acquisition opportunities, and other aspects of Employer's business. Executive will not be required to perform more than 10 hours of Services in any calendar month; unused portions of such 10 hour maximum will not be used in subsequent months. Executive will not be required to travel away from his Florida residence, except to assist Pulte in testimony or preparation for any litigation or proceedings relating to matters or events which arose or took place during his employment with Pulte and then only with reasonable advance notice from Pulte. 2. The Services will be rendered on a part-time basis only, at such times as Executive and Employer mutually agree in good faith. Every reasonable attempt will be made by Employer to accommodate Executive's full time occupation when scheduling the time and place for the delivery of the Services. Executive will be free to engage in any other activities, subject to paragraph 5 of the Agreement. 3. Executive will at all times during the Consulting Term be an independent contractor of Employer, and will not be considered as having "employee status" with Employer for any purpose. 4. Executive will not have any authority to enter into any contract or agreement on behalf of Employer or to bind or commit Employer orally or in writing, except to the extent he has been so authorized by the chief executive officer or chief operating officer of Pulte. 5. Executive will be reimbursed for all reasonable, necessary and pre-approved business related travel and other out-of-pocket expenses incurred by him in performing Services upon presentation of receipts or expense vouchers for such expenses in accordance with Employer's usual accounting procedures. Initials: MJO RAC 9

EXHIBIT 2 "BRING-DOWN RELEASE" This "Bring-Down" Release ("Release") is entered into on June 30, 2003 between Mark J. O'Brien ("Executive") and Pulte Homes, Inc., a Michigan corporation ("Pulte"). Except as otherwise defined in this Release, all capitalized terms used in this Release have the meanings given to them in the Agreement (as defined in Recital A. below). RECITALS A. Executive and Pulte are parties to an Employment Separation Agreement and Release of all Liability dated May 13, 2003 (the "Agreement"). B. Pursuant to paragraph 7(b) of the Agreement, the parties agreed to execute and deliver this Release on the Termination Date. Therefore, the parties agree as follows: 1. The release provisions of paragraph 3 of the Agreement are ratified and confirmed by Executive and Pulte, on behalf of Employer, and will be deemed given on this date. 2. Neither Executive nor Employer will challenge or seek to avoid this Release or the release made in the Agreement, and any attempt to do so will be a violation of the Agreement. The invalidity of this Release will not in any way affect the release provisions of the Agreement.
3. effect. ________________________________ Mark J. O'Brien Pulte Homes, Inc. Date: June 30, 2003 By:_____________________________ Name: Title: The remainder of the Agreement will continue in full force and

Date: June 30, 2003

10

EXHIBIT 10.3 [THE BOND MARKET ASSOCIATION LOGO] Master Repurchase Agreement September 1996 VERSION Dated as of December 22, 2000 Between: Pulte Mortgage Corporation, as Seller And Pulte Funding, Inc., as Buyer 1. APPLICABILITY From time to time the parties hereto may enter into transactions in which one party ("Seller") agrees to transfer to the other ("Buyer") securities or other assets ("Securities") against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder. 3. DEFINITIONS (a) "Act of Insolvency", with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party's inability to pay such party's debts as they become due; (b) "Additional Purchased Securities", Securities provided by Seller to Buyer pursuant to Paragraph 4 (a) hereof;

(c) "Buyer's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of the Buyer's Margin Percentage to the Repurchase Price for such Transaction as of such date; (d) "Buyer's Margin Percentage", with respect to any Transaction as of any date, a percentage (which may be equal to the Seller's Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction; (e) "Confirmation" the meaning specified in Paragraph 3(b) hereof; (f) "Income", with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon; (g) "Margin Deficit", the meaning specified in Paragraph 4 (a) hereof; (h) "Margin Excess", the meaning specified in Paragraph 4(b) hereof; (i) "Margin Notice Deadline", the time agreed to by the parties in the relevant Confirmation, Annex I hereto or otherwise as the deadline for giving notice requiring same-day satisfaction of margin maintenance obligations as provided in Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such purposes established in accordance with market practice); (j) "Market Value", with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of. Seller pursuant to Paragraph 5 hereof) as of such date (unless contrary to market practice for such Securities); (k) "Price Differential", with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction); (1) "Pricing Rate", the per annum percentage rate for determination of the Price Differential; (m) "Prime Rate", the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates); (n) "Purchase Date", the date on which Purchased Securities are to be transferred by Seller to Buyer; 2 - September 1996 - Master Repurchase Agreement

(o) "Purchase Price", (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree otherwise, such price increased by the amount of any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any cash transferred by Seller to Buyer pursuant to Paragraph 4 (a) hereof or applied to reduce Seller's obligations o under clause (ii) of Paragraph 5 hereof; (p) "Purchased Securities", the Securities transferred by Seller to Buyer in a Transaction hereunder, and any Securities substituted therefor in accordance with Paragraph 9 hereof. The term "Purchased Securities" with respect to any Transaction at any time also shall include Additional Purchased Securities delivered pursuant to Paragraph 4 (a) hereof and shall exclude Securities returned pursuant to Paragraph 4 (b) hereof; (q) "Repurchase Date", the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3 (c) or 11 hereof; (r) "Repurchase Price", the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price and the Price Differential as of the date of such determination; (s) "Seller's Margin Amount", with respect to any Transaction as of any date, the amount obtained by application of the Seller's Margin Percentage to the Repurchase Price for such Transaction as of such date; (t) "Sellers Margin Percentage", with respect to any Transaction as of any date, a percentage (which may be equal to the Buyer's Margin Percentage) agreed to by Buyer and Seller or, in the absence of any such agreement, the percentage obtained by dividing the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price on the Purchase Date for such Transaction. 3. INITIATION; CONFIRMATION; TERMINATION (a) An agreement to enter into a Transaction may be made orally or in writing at the initiation of either Buyer or Seller. On the Purchase Date for the Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. (b) Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both), as shall be agreed, shall promptly deliver to the other party a written confirmation of each Transaction (a "Confirmation"). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the Transaction is to be terminable on demand, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with September 1996 - Master Repurchase Agreement - 3

respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. (c) In the case of Transactions terminable upon demand, such demand shall be made by Buyer or Seller, no later than such time as is customary in accordance with market practice, by telephone or otherwise on or prior to the business day on which such termination will be effective. On the date specified in such demand, or on the date fixed for termination in the case of Transactions having a fixed term, termination of the Transaction will be effected by transfer to Seller or its agent of the Purchased Securities and any Income in respect thereof received by Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5 hereof) against the transfer of the Repurchase Price to an account of Buyer. 5. MARGIN MAINTENANCE (a) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Buyer is less than the aggregate Buyer's Margin Amount for all such Transactions (a "Margin Deficit"), then Buyer may by notice to Seller require Seller in such Transactions, at Seller's option, to transfer to Buyer cash or additional Securities reasonably acceptable to Buyer ("Additional Purchased Securities"), so that the cash and aggregate Market Value of the Purchased Securities, including any such Additional Purchased Securities, will thereupon equal or exceed such aggregate Buyer's Margin Amount (decreased by the amount of any Margin Deficit as of such date arising from any Transactions in which such Buyer is acting as Seller). (b) If at any time the aggregate Market Value of all Purchased Securities subject to all Transactions in which a particular party hereto is acting as Seller exceeds the aggregate Seller's Margin Amount for all such Transactions at such time (a "Margin Excess"), then Seller may by notice to Buyer require Buyer in such Transactions, at Buyer's option, to transfer cash or Purchased Securities to Seller, so that the aggregate Market Value of the Purchased Securities, after deduction of any such cash or any Purchased Securities so transferred, will thereupon not exceed such aggregate Seller's Margin Amount (increased by the amount of any Margin Excess as of such date arising from any Transactions in which such Seller is acting as Buyer). (c) If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this Paragraph at or before the Margin Notice Deadline on any business day, the party receiving such notice shall transfer cash or Additional Purchased Securities as provided in such subparagraph no later than the dose of business in the relevant market on such day. If any such notice is given after the Margin Notice Deadline, the party receiving such notice shall transfer such cash or Securities no later than the close of business in the relevant market on the next business day following such notice. (d) Any cash transferred pursuant to this Paragraph shall be attributed to such Transactions as shall be agreed upon by Buyer and Seller. 4 - September 1996 - Master Repurchase Agreement

(e) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b) of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount or a specified percentage of the Repurchase Prices for such Transactions (which amount or percentage shall be agreed to by Buyer and Seller prior to entering into any such Transactions). (f) Seller and Buyer may agree, with respect to any or all Transactions hereunder, that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists with respect to any single Transaction hereunder (calculated without regard to any other Transaction outstanding under this Agreement). 6. INCOME PAYMENTS Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed. 6. SECURITY INTEREST Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof. 7. PAYMENT AND TRANSFER Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer. September 1996 - Master Repurchase Agreement - 5

8. SEGREGATION OF PURCHASED SECURITIES To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller's interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3,4 or 11 hereof, or of Buyer's obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. REQUIRED DISCLOSURE FOR TRANSACTIONS IN WHICH THE SELLER RETAINS CUSTODY OF THE PURCHASED SECURITIES Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer's securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer's securities will likely be commingled with Seller's own securities during the trading day. Buyer is advised that, during any trading day that Buyer's securities are commingled with Seller's securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller's ability to resegregate substitute securities for Buyer will be subject to Seller's ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities. * Language to be used under 17 C.F.R. (ss)403.4(e) if Seller is a government securities broker or dealer other than a financial institution. ** Language to be used under 17 C.F.R. (ss)403.5(d) if Seller is a financial institution. 9. SUBSTITUTION (a) Seller may, subject to agreement with and acceptance by Buyer, substitute other Securities for any Purchased Securities. Such substitution shall be made by transfer to Buyer of such other Securities and transfer to Seller of such Purchased Securities. After substitution, the substituted Securities shall be deemed to be Purchased Securities. (b) In Transactions in which Seller retains custody of Purchased Securities, the parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller of other Securities for Purchased Securities; provided, however, that such other Securities shall have a Market Value at least equal to the Market Value of the Purchased Securities for which they are substituted. 6 - September 1996 - Master Repurchase Agreement

10. REPRESENTATIONS Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, bylaw or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it. 11. EVENTS OF DEFAULT In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one business day's notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an "Event of Default"): (a) The nondefaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The nondefaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option as promptly as practicable. (b) In all Transactions in which the defaulting party is acting as Seller, if the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party's obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the nondefaulting party any Purchased Securities subject to such Transactions then in the defaulting party's possession or control. September 1996 - Master Repurchase Agreement - 7

(c) In all Transactions in which the defaulting party is acting as Buyer, upon tender by the nondefaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transactions shall be deemed transferred to the nondefaulting party, and the defaulting party shall deliver all such Purchased Securities to the nondefaulting party. (d) If the nondefaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the nondefaulting party, without prior notice to the defaulting party, may: (i) as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder; and (ii) as to Transactions in which the defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the nondefaulting party may reasonably deem satisfactory, securities ("Replacement Securities") of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the nondefaulting party as required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefor on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source. Unless otherwise provided in Annex I, the parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Security, the nondefaulting party may establish the source therefor in its sole discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Securities). (e) As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the nondefaulting party for any excess of the price paid (or deemed paid) by the nondefaulting party for Replacement Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 5 hereof or otherwise hereunder. (f) For purposes of this Paragraph 11, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the 8 - September 1996 - Master Repurchase Agreement

amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the nondefaulting party of the option referred to in subparagraph (a) of this Paragraph. (g) The defaulting party shall be liable to the nondefaulting party for (i) the amount of all reasonable legal or other expenses incurred by the nondefaulting party in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. (h) To the extent permitted by applicable law, the defaulting party shall be liable to the nondefaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the nondefaulting party's rights hereunder. Interest on any sum payable by the defaulting party to the nondefaulting party under this Paragraph 11(h) shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate. (i) The nondefaulting party shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law. 12. SINGLE AGREEMENT Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted. 13. NOTICES AND OTHER COMMUNICATIONS Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified in Annex II hereto, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence. September 1996 - Master Repurchase Agreement - 9

14. ENTIRE AGREEMENT; SEVERABILITY This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 15. NON-ASSIGNABILITY; TERMINATION (a) The rights and obligations of the parties under this Agreement and under any Transaction shall not be assigned by either party without the prior written consent of the other party, and any such assignment without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement and any Transactions shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. This Agreement may be terminated by either party upon giving written notice to the other, except that this Agreement shall, notwithstanding such notice, remain applicable to any Transactions then outstanding. (b) Subparagraph (a) of this Paragraph 15 shall not preclude a party from assigning, charging or otherwise dealing with all or any part of its interest in any sum payable to it under Paragraph 11 hereof. 16. GOVERNING LAW This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof. 17. NO WAIVERS, ETC. No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date. 18. USE OF EMPLOYEE PLAN ASSETS (a) If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 ("ERISA") are intended to be used by either party hereto (the "Plan Party") in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance thereon but shall not be required so to proceed. 10 - September 1996 - Master Repurchase Agreement

(b) Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition. (c) By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller's latest such financial statements, there has been no material adverse change in Seller's financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party. 19. INTENT (a) The parties recognize that each Transaction is a "repurchase agreement" as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a "securities contract" as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (b) It is understood that either party's right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. (c) The parties agree and acknowledge that if a party hereto is an "insured depository institution," as such term is defined in the Federal Deposit Insurance Act, as amended ("FDIA"), then each Transaction hereunder is a "qualified financial contract," as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). (d) It is understood that this Agreement constitutes a "netting contract" as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a "covered contractual payment entitlement" or "covered contractual payment obligation", respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a "financial institution" as that term is defined in FDICIA). 20. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS The parties acknowledge that they have been advised that: (a) in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission ("SEC") under Section 15 of the Securities Exchange Act of 1934 ("1934 Act"), the Securities Investor Protection Corporation has September 1996 - Master Repurchase Agreement - 11

taken the position that the provisions of the Securities Investor Protection Act of 1970 ("SIPA") do not protect the other party with respect to any Transaction hereunder; (b) in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and (c) in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.
PULTE MORTGAGE CORPORATION, as [Name of Party] Seller By: /s/ David M. Bruining -----------------------Title: SVP/CFO Date: December 22, 2000 PULTE FUNDING, INC., [Name of Party] as Buyer

By: /s/ David M. Bruining --------------------------Title: VP/CFO Date: December 22, 2000

12 - September 1996 - Master Repurchase Agreement

Exhibit 10.4 AMENDED AND RESTATED ADDENDUM TO MASTER REPURCHASE AGREEMENT Dated as of August 23, 2002 Between PULTE MORTGAGE CORPORATION as a Seller, and PULTE FUNDING, INC. as Buyer

TABLE OF CONTENTS

ARTICLE I DEFINITIONS.................................................................................... Section 1.01. Certain Defined Terms....................................................... Section 1.02. Other Terms................................................................. ARTICLE II AMOUNTS AND TERMS OF PURCHASES................................................................ Section 2.01. Facility.................................................................... Section 2.02. Making Purchases............................................................ Section 2.03. Margin Maintenance.......................................................... Section 2.04. Collections................................................................. Section 2.05. Repurchase or Substitution Procedures....................................... Section 2.06. Payments and Computations, Etc.............................................. Section 2.07. Intent of the Seller and the Buyer.......................................... Section 2.08. No Segregation of Assets.................................................... Section 2.09. Substitution................................................................ ARTICLE III CONDITIONS OF PURCHASES...................................................................... Section 3.01. Conditions Precedent to Any Purchase from the Seller........................ Section 3.02. Conditions Precedent to All Purchases....................................... ARTICLE IV REPRESENTATIONS AND WARRANTIES................................................................ Section 4.01. Representations of the Seller............................................... ARTICLE V COVENANTS...................................................................................... Section 5.01. ............................................................................ Section 5.02. Financial Statements and Reports............................................ Section 5.03. Taxes and Other Liens....................................................... Section 5.04. Maintenance................................................................. Section 5.05. Further Assurances.......................................................... Section 5.06. Insurance................................................................... Section 5.07. Accounts and Records........................................................ Section 5.08. Right of Inspection......................................................... Section 5.09. Notice of Certain Events.................................................... Section 5.10. Performance of Certain Obligations.......................................... Section 5.11. Notice of Default........................................................... Section 5.12. Compliance with Laws and Material Agreements................................ Section 5.13. Deposits of Proceeds........................................................ Section 5.14. Closing Instructions........................................................ Section 5.15. Special Affirmative Covenants Concerning Transferred Mortgage Assets........ Section 5.16. Limitations on Mergers and Dissolutions..................................... Section 5.17. Fiscal Year................................................................. Section 5.18. Actions with Respect to Transferred Mortgage Assets. The Seller shall not:.. Section 5.19. Net Worth................................................................... Section 5.20. Employee Benefit Plans...................................................... Section 5.21. Change of Principal Office.................................................. Section 5.22. Maximum Leverage............................................................

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ARTICLE

ARTICLE

ARTICLE ARTICLE

Section 5.23. Delivery of Special Mortgage Loans.......................................... Section 5.24. Change in Business.......................................................... Section 5.25. Separate Conduct of Business................................................ Section 5.26. Sales, Liens, Etc........................................................... Section 5.27. Operations and Properties................................................... Section 5.28. Performance Guarantor Credit Rating......................................... Section 5.29. Take-Out Commitments........................................................ Section 5.30. Environmental Compliance.................................................... VI COVENANTS..................................................................................... Section 6.01. Servicing................................................................... Section 6.02. Correction of Mortgage Notes................................................ VII EVENTS OF DEFAULT............................................................................ Section 7.01. Events of Default........................................................... Section 7.02. Remedies.................................................................... VIII INDEMNIFICATION............................................................................. Section 8.01. Indemnities by the Seller................................................... IX MISCELLANEOUS................................................................................. Section 9.01. Amendments, Etc............................................................. Section 9.02. Notices, Etc................................................................ Section 9.03. Binding Effect; Assignability............................................... Section 9.04. Costs, Expenses and Taxes, Expenses and Taxes............................... Section 9.05. No Proceedings.............................................................. Section 9.06. GOVERNING LAW............................................................... Section 9.07. Third Party Beneficiary..................................................... Section 9.08. Execution in Counterparts................................................... Section 9.09. Repurchase Transactions.....................................................

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EXHIBITS
EXHIBIT A EXHIBIT B Form of Deferred Purchase Price Note Form of Bill of Sale SCHEDULES SCHEDULE I SCHEDULE II Trade Names Approved Investors

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AMENDED AND RESTATED ADDENDUM TO MASTER REPURCHASE AGREEMENT This Amended and Restated Addendum to Master Repurchase Agreement, dated as of August 23, 2002, (this "Agreement"), is made by and among PULTE MORTGAGE CORPORATION, a Delaware corporation (hereinafter, together with its successors and assigns, the "Seller") and PULTE FUNDING, INC., a Michigan corporation (hereinafter, together with its successors and assigns, the "Buyer"). RECITALS (1) Certain terms which are capitalized and used throughout this Agreement (in addition to those defined above) are defined in Article I of this Agreement or, if not defined therein, in the Master Repurchase Agreement. (2) The Seller and Buyer have entered into that certain Master Repurchase Agreement, dated as of December 22, 2000 (the "Master Repurchase Agreement"). (3) The Seller and Buyer have entered into that certain Addendum to Master Repurchase Agreement, dated as of December 22, 2000 (the "Original Addendum"). (4) The Buyer and Seller wish to amend and restate the Original Addendum in order to supplement and amend the Master Repurchase Agreement to enter Transactions involving Mortgage Assets (as defined below). (5) This Agreement is in lieu of Annexes I-VII referred to in the Master Repurchase Agreement. NOW, THEREFORE, the parties agree as follows: ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Adjusted Liabilities" means, with respect to the Seller, without duplication, and at any time, the sum of (a) all amounts that should be reflected as liabilities on its balance sheet, plus (b) its total direct and indirect guaranty and other obligations in respect of borrowed money Indebtedness of others (calculated at the maximum amount of those obligations that is stated in the relevant documents or, if not so stated, that may reasonably be anticipated in good faith) plus (c) to the extent not already included in clause (a) above, its total funding obligations to originate or acquire Mortgage Loans that, in either case, are closed but not funded, minus (d) its total trade payables and accrued expenses incurred in the ordinary course of its business but unrelated to originating or acquiring any specific Mortgage Loan (including, without limitation, trade 5

payables and accrued expenses owed to its Affiliates but excluding advances by its Affiliates and interest on those advances), minus (e) such Seller's total deferred-federal-income tax liabilities. "Adjusted Net Worth" means, for the Seller, without duplication, and at any time, the sum of (a) its stockholders' equity reflected on its balance sheet, plus (b) the remainder of (A) the income that the Seller has deferred, for accounting purposes, pending the sale of Mortgage Loans in accordance with Statement of Financial Accounting Standards Number 91 and Number 122, as each is published by the Financial Accounting Standards Board as of the date of this Agreement, minus (B) reasonable reserves for the federal income tax liabilities related to that deferred income. "Administrative Agent" means CL New York, in its capacity as administrative agent for the Lenders, or any successor administrative agent. "Advance" means, with respect to any Lender, any amount disbursed by such Lender to the Borrower pursuant to Section 2.1 or 2.20 of the Restated Loan Agreement (or any conversion or continuation thereof). "Advance Rate" means (i) with respect to a Conforming Loan or a Jumbo Loan (other than a Super Jumbo Loan), ninety-eight percent (98%), (ii) with respect to an Alt-A Loan, ninety-seven percent (97%) and (iii) with respect to a Second Lien Loan or a Super Jumbo Loan, ninety-five percent (95%). "Adverse Claim" means a lien, security interest, or other charge or encumbrance, or any other type of preferential arrangement. "Affiliate" of any Person means (a) any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, or (b) any other Person who is a director, officer or employee (i) of such Person, or (ii) of any Person described in the preceding clause (a). For purposes of this definition, the term "control" (and the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession or ownership, directly or indirectly, of the power either (x) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise, or (y) vote 10% or more of the securities having ordinary power in the election of directors of such Person. "Agreement" means this Agreement, as amended, modified or supplemented from time to time. "Alt-A Loan" means a Mortgage Loan (other than a Conforming Loan or a Jumbo Loan) that (1) does not conform to the conventional underwriting standards of Fannie Mae, Freddie Mac or Ginnie Mae but that is underwritten by an Approved Investor (other than Fannie Mae, Freddie Mac or Ginnie Mae), within guidelines generally acceptable to industry norms for "Alt-A" loans, (2) has a demonstrated secondary market and are readily securitizable, and (3) matches all applicable requirements for purchase under the requirements of a TakeOut Commitment specifically issued for the purchase of such Mortgage Loan, and (4) is a First Lien Mortgage Loan. Certain Alt-A Loans are No Asset No Income Loans. 6

"Alternate Base Rate" means: (i) for the CL New York Group, on any date, a fluctuating rate of interest per annum equal to the higher of: (a) the rate of interest most recently announced by CL New York as its base rate; and (b) the Federal Funds Rate (as defined below) most recently determined by the Administrative Agent plus 1.0% per annum; and (ii) for the Bank One Group, on any date, a fluctuating rate of interest per annum equal to the higher of: (a) a rate per annum equal to the prime rate of interest from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes; and (b) the Federal Funds Rate (as defined below) most recently determined by Bank One plus 1.0% per annum. For purposes of this definition, "Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal (for each day during such period) to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York; or (ii) if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent, from three federal funds brokers of recognized standing selected by it. The Alternate Base Rate is not necessarily intended to be the lowest rate of interest determined by CL New York in connection with extensions of credit. "Approved Investor" means: (a) Fannie Mae, Freddie Mac or Ginnie Mae, or (b) any Person with short-term ratings of at least A-1, P-1 and F1 from S&P, Moody's and Fitch, respectively, or long-term unsecured debt ratings (or in the case of a bank without such ratings that is the principal subsidiary of a bank holding company, the rating of the bank holding company) of at least AA, Aa2 and AA from S&P, Moody's, and Fitch respectively, or (c) all other Persons as may be approved by the Managing Agents, which approvals may be subject to certain concentration limits but may not be unreasonably withheld or delayed; provided that (i) if an Approved Investor has a short-term rating or a long-term unsecured debt rating at the time such Person first becomes an "Approved Investor" and such 7

Person's short-term ratings or long-term unsecured debt ratings are subsequently downgraded or withdrawn, such Person shall cease to be an "Approved Investor"; provided, further, that with respect to any Take-Out Commitments issued by such Person prior to the date of such downgrade or withdrawal, such Person shall cease to be an "Approved Investor" 60 days following such downgrade or withdrawal; and (ii) if an Approved Investor does not have a short-term rating or a long-term unsecured debt rating, such Person shall cease to be an "Approved Investor" upon prior written notice from either Managing Agent if such Managing Agent has good faith concerns about the future performance of such Person; provided, further, that with respect to any Take-Out Commitments issued by such Person prior to such notice, such Person shall cease to be an "Approved Investor" 60 days following such notice. As of the date of this Agreement, Schedule II hereto sets forth the Approved Investors pursuant to the preceding clauses (b) and (c) (and any applicable concentration limits). Schedule II shall be updated from time to time as Approved Investors are added or deleted or concentration limits are changed pursuant to the preceding clauses (b) and (c). "Assignment and Acceptance" has the meaning set forth in the Restated Loan Agreement. "Atlantic" means Atlantic Asset Securitization Corp. and its successors and assigns. "Bank" means each of CL New York, Bank One and Lloyds and each respective Eligible Assignee (as defined in the Restated Loan Agreement) that shall become a party to the Restated Loan Agreement pursuant to an Assignment and Acceptance. Unless otherwise noted, references to "Banks" shall include the Seasonal Banks. "Bank One" has the meaning set forth in the preamble of the Restated Loan Agreement and its successors and assigns. "Bank One Group" means Jupiter, Bank One and each other Group Bank of Jupiter. "Business Day" means a day on which (i) commercial banks in New York City, New York, Chicago, Illinois, and Denver, Colorado are not authorized or required to be closed and (ii) commercial banks in the State in which the Collateral Agent has its principal office are not authorized or required to be closed, and (b) if this definition of "Business Day" is utilized in connection with a Eurodollar Advance, a day on which dealings in United States dollars are carried out in the London interbank market. "CL New York" means Credit Lyonnais New York Branch and its successors and assigns. "CL New York Group" means Atlantic, CL New York, and each other Group Bank of Atlantic. "Code" means the Internal Revenue Code of 1986, as amended from time to time. 8

"Collateral Agent" means LaSalle Bank National Association, and its successors and assigns. "Collateral Value" means (A) with respect to each Eligible Mortgage Loan and at all times, an amount equal to the Advance Rate for such Eligible Mortgage Loan times the least of: (1) the lesser of the original principal amount of such Eligible Mortgage Loan or the acquisition price paid by PMC on the closing and funding of such Eligible Mortgage Loan; (2) for each Eligible Mortgage Loan, a ratable amount determined by multiplying (a) the weighted average purchase price (expressed as a percentage of par) that Approved Investors are obligated to pay, pursuant to Take-Out Commitments, for all Eligible Mortgage Loans, as shown on the most recent Hedge Report, times (b) the outstanding principal amount of such Eligible Mortgage Loan; and (3) while a Default or Event of Default is continuing, the Market Value of such Eligible Mortgage Loan; and (B) with respect to the Collection Account, the balance of collected funds therein which is not subject to any Lien in favor of any Person other than the Lien in favor of the Administrative Agent for the benefit of the holders of the Obligations; provided, however, that (a) at any time, the portion of total Collateral Value that may be attributable to Jumbo Loans shall not exceed thirty-five percent (35%)of the Maximum Facility Amount or, during the Seasonal Period, thirty-five percent (35%) of the Combined Facility Amount; (b) at any time, the portion of total Collateral Value that may be attributable to Super Jumbo Loans shall not exceed ten percent (10%) of the Maximum Facility Amount or, during the Seasonal Period, ten percent (10%) of the Combined Facility Amount; (c) at any time, the portion of total Collateral Value that may be attributable to Alt-A Loans shall not exceed fifteen percent (15%) of the Maximum Facility Amount or, during the Seasonal Period, fifteen percent (15%) of the Combined Facility Amount; (d) at any time, the portion of total Collateral Value that may be attributable to No Asset No Income Loans shall not exceed five percent (5%) of the Maximum Facility Amount or, during the Seasonal Period, five percent (5%) of the Combined Facility Amount; (e) at any time, the portion of total Collateral Value that may be attributable to Mortgage Loans for which the Mortgage Notes have been withdrawn for correction pursuant to Section 3.4 of the Restated Collateral Agency Agreement shall not exceed 9

$5,000,000 as determined in accordance with said Section 3.4 of the Restated Collateral Agency Agreement; (f) at any time, the portion of the total Collateral Value that may be attributable to any single Approved Investor listed on Schedule II of the Restated Loan Agreement pursuant to one or more Take-Out Commitments shall not exceed the concentration limit for such Approved Investor as set forth on Schedule II of the Restated Loan Agreement(as the same may be updated from time to time); (g) at any time, the portion of total Collateral Value that may be attributable to Mortgage Loans that have been Eligible Mortgage Loans (A) for more than 120 days shall not exceed ten percent (10%) of the Maximum Facility Amount or, during the Seasonal Period, ten percent (10%) of the Combined Facility Amount or (B) for more than 180 days shall be zero; (h) a Mortgage Loan that ceases to be an Eligible Mortgage Loan shall have a Collateral Value of zero; (i) at any time, (A) except the first five and last five Business Days of any month, the portion of total Collateral Value that may be attributable to Special Mortgage Loans with respect to which the related Principal Mortgage Documents have not been delivered to the Collateral Agent within nine (9) Business Days after the date the Assignment was delivered to the Collateral Agent shall not exceed thirty percent (30%) of the Maximum Facility Amount or, during the Seasonal Period, thirty percent (30%) of the Combined Facility Amount, and (B) during the first five and last five Business Days of any month, the portion of total Collateral Value that may be attributable to Special Mortgage Loans with respect to which the related Principal Mortgage Documents have not been delivered to the Collateral Agent within nine (9) Business Days after the date the Assignment was delivered to the Collateral Agent shall not exceed fifty percent (50%) of the Maximum Facility Amount or, during the Seasonal Period, fifty percent (50%) of the Combined Facility Amount; and (j) at any time, the portion of total Collateral Value that may be attributable to Second Lien Loans shall not exceed five percent (5%) of the Maximum Facility Amount or, during the Seasonal Period, five percent (5%) of the Combined Facility Amount. "Collection Account" means the account established by the Buyer pursuant to Section 2.7(b) of the Restated Loan Agreement. "Collections" means, with respect to any Mortgage Asset, all cash collections (other than in respect of escrows payable under the related Mortgage Loan) and other cash proceeds of such Mortgage Asset. "Combined Facility Amount" means the Maximum Facility Amount plus the Seasonal Facility Amount. "Combined Loan-to-Value Ratio" means, with respect to any Second Lien Loan, the fraction, expressed as a percentage, the numerator of which is equal to the sum of (x) outstanding 10

principal debt of such Mortgage Loan as of the Mortgage Origination Date, and (y) the outstanding principal amount of the mortgage loan secured by the same mortgaged property, and the denominator of which is equal to the value of the related Mortgage Loan Collateral on the basis of the lesser of the appraised value at origination or the sales price of such Mortgage Loan. "Confirmation" is defined in Section 2.02(a) hereto. "Conforming Loan" means (i) a Mortgage Loan that complies with all applicable requirements for purchase under a Fannie Mae, Freddie Mac or other similar Governmental Authority standard form of conventional mortgage loan purchase contract, then in effect, or (ii) an FHA Loan or a VA Loan, that, in either case, is a First Lien Mortgage Loan. "Debtor Laws" means all applicable liquidation, conservatorship, bankruptcy, fraudulent transfer or conveyance, moratorium, arrangement, receivership, insolvency, reorganization or similar laws from time to time in effect affecting the rights of creditors generally. "Default" means any condition or event that, with the giving of notice or lapse of time or both and unless cured or waived, would constitute an Event of Default. "Default Rate" has the meaning ascribed to such term in the Restated Loan Agreement. "Defaulted Mortgage Loan" means a Mortgage Asset under which the Obligor is 30 or more days in payment default or has taken any action, or suffered any event of the type described in Section 7.01(a)(vii), 7.01(a)(viii) or 7.01(a)(ix) or is in foreclosure. "Deferred Purchase Price" means the portion of the Purchase Price of Purchased Mortgage Assets purchased on any Purchase Date exceeding the amount of the Purchase Price under Section 2.02 to be paid in cash. The obligations of the Buyer in respect of the Deferred Purchase Price shall be evidenced by the Buyer's subordinated promissory note in the form of Exhibit A hereto. "Eligible Institution" means any depository institution, organized under the laws of the United States or any state, having capital and surplus in excess of $200,000,000, the deposits of which are insured to the full extent permitted by law by the Federal Deposit Insurance Corporation and that is subject to supervision and examination by federal or state banking authorities; provided that such institution also must have a rating of A or higher with respect to long-term deposit obligations from Moody's and A2 or higher with respect to long-term deposit obligations from S&P and A or higher with respect to long-term deposit obligations from Fitch. If such depository institution publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. "Eligible Mortgage Asset" means an Eligible Mortgage Loan. "Eligible Mortgage Collateral" means Eligible Mortgage Loans and the Collection Account. 11

"Eligible Mortgage Loan" means a Mortgage Loan: (a) that (i) is a closed and funded Mortgage Loan, (ii) has a maximum term to maturity of 30 years and the proceeds of which were used either to finance a portion of the purchase price of a Property encumbered by the related Mortgage or to refinance a loan secured by such Property, and (iii) is secured by a perfected first-priority Lien (except Second-Lien Loans) on residential real Property consisting of land and a one-to-four family dwelling thereon which is completed and ready for owner occupancy, including townhouses and condominiums; (b) that is a Conforming Loan, a Jumbo Loan, an Alt-A Loan or a Second Lien Loan; (c) in which the Administrative Agent has been granted and continues to hold a perfected (other than actual delivery of the Mortgage Note to the Collateral Agent for Special Borrowings), first-priority (except SecondLien Loans), security interest for the benefit of the holders of the Obligations; (d) for which the Mortgage Note is endorsed (without recourse) in blank and each of such Mortgage Loan and the related Mortgage Note is a legal, valid and binding obligation of the Obligor thereof; (e) for which, other than in respect of Special Mortgage Loans, the Principal Mortgage Documents have been received by the Collateral Agent and are in form and substance reasonably acceptable to the Collateral Agent; (f) that is either eligible for delivery or designated for delivery under a Take-Out Commitment from an Approved Investor; provided that no more than 45 days have lapsed since the date on which any documentation relating to such Mortgage Loan was shipped to the related Approved Investor; (g) that, immediately prior to the pledge thereof under the Restated Collateral Agency Agreement, together with the related Mortgage Loan Collateral, is owned beneficially by the Buyer free and clear of any Lien of any other Person other than the Administrative Agent for the benefit of the holders of the Obligations (except Second-Lien Loans); (h) that, together with the related Mortgage Loan Collateral, does not contravene any Governmental Requirements applicable thereto (including, without limitation, the Real Estate Settlement Procedures Act of 1974, as amended, and all laws, rules and regulations relating to usury, truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy and other applicable federal and state consumer protection laws) and with respect to which no party to the related Mortgage Loan Collateral is in violation of any Governmental Requirements (or procedure prescribed thereby) if such violation would impair the collectability of such Mortgage Loan or the saleability of such Mortgage Loan under the applicable Take-Out Commitment; (i) that, (i) is not a Seasoned Mortgage Loan or an Uncovered Mortgage Loan; (ii) is not a Defaulted Mortgage Loan at the time it is transferred to the Buyer pursuant to this Agreement; (iii) has not previously been sold to an Approved Investor and repurchased by Buyer; (iv) is a Mortgage Loan with respect to which the Principal Mortgage Documents relating 12

to such Mortgage Loan were delivered to the Collateral Agent within the time frame set forth in Section 2.3(c) of the Restated Loan Agreement; provided that, upon delivery of such Principal Mortgage Documents to the Collateral Agent, such Mortgage Loans may subsequently qualify as Eligible Mortgage Loans to support Borrowings subsequent to such delivery; or (v) has an original principal balance not in excess of $1,000,000.00; (j) that if the Mortgage Loan Collateral has been withdrawn for correction pursuant to Section 6.02 such Mortgage Loan Collateral has been returned to the Collateral Agent within 14 calendar days after withdrawal as required by Section 6.02; (k) that is denominated and payable in U.S. dollars in the United States and the Obligor of which is a natural person who is a U.S. citizen or resident alien or a corporation or other legal entity organized under the laws of the United States or any State thereof or the District of Columbia; (l) that is not subject to any right of rescission, setoff, counterclaim or other dispute whatsoever; (m) that was acquired by the Buyer from the Seller within 60 days after its Mortgage Origination Date; (n) that is covered by the types and amounts of insurance required by Section 5.06; (o) with respect to which all representations and warranties made by the Seller in the Restated Loan Agreement and this Agreement are true and correct in all material respects and with respect to which all loan level covenants made in the Restated Loan Agreement and this Agreement have been complied with; (p) that is subjected to the following "Quality Control" measures by personnel of the Seller before the Mortgage Note is funded by the Seller: (i) for those Mortgage Loans not originated by the Seller, is underwritten by the Seller prior to funding thereof and after performance of all underwriting procedures, is submitted to the Seller for closing where it is reviewed for thoroughness and compliance (including truth-in-lending, good faith estimates and other disclosures) and a verbal verification of employment and in-file credit report are obtained; (ii) with respect to which, all Mortgage Loan Collateral is prepared by the Seller and submitted to the closing agent at the time of funding the related Mortgage Loan; and (q) that, if it is a Second Lien Loan, has a Combined Loan-to-Value Ratio of 100% or less and with respect to which the related first lien loan is owned by the Seller. For the purpose of this definition: 13

(x) A Mortgage Loan is "eligible for delivery" under a Take-Out Commitment if (i) it is designated to be transferred to a Governmental Authority, (ii) the underwriting criteria utilized and the Mortgage Loan Collateral either match, or are in respect of interest rates (which rates must bear a relationship to prevailing current market rates of interest for loans with similar maturities), term, product type and delivery period representative of the terms for purchase that are specified in a Take-Out Commitment, and (iii) the aggregate outstanding principal of all such Mortgage Loans is not more than the aggregate Take-Out Commitments' unutilized amount (i.e. taking in account all such Mortgage Loans already allocated to the aggregate Take-Out Commitments for purposes of determining Eligible Mortgage Loans whether or not already delivered by the Buyer to the Collateral Agent). (y) A Mortgage Loan is "designated for delivery" under a Take-Out Commitment if (i) it is designated to be transferred to any entity other than a Governmental Authority and (ii) the underwriting criteria utilized in approving such Mortgage Loan conform to the underwriting criteria, and the terms of repayment (including interest rate and "term to maturity") and other terms and conditions of the Mortgage Loan Collateral match the specifications of that specific Take-Out Commitment that designates that particular Mortgage Loan for purchase. "Employee Plan" means an employee pension benefit plan covered by Title IV of ERISA and established or maintained by the Seller. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" means any corporation, trade or business that is, along with the Performance Guarantor, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b), (c), (m) and (o) of the Code, or Section 4001 of ERISA. "Event of Default" has the meaning specified in Section 7.01. "Facility" means the borrowing facility provided by the Lenders as described in Section 2.1 of the Restated Loan Agreement. "Facility Termination Date" means the earliest to occur of: (a) August 23, 2005, or such earlier date determined in accordance with Section 2.1(b) of the Restated Loan Agreement, or (b) the date on which the Maximum Facility Amount is terminated by the Borrower pursuant to Section 2.1(d) of the Restated Loan Agreement, and (c) the date, on or after the occurrence of an Event of Default, determined pursuant to Section 8.1 of the Restated Loan Agreement. "Fannie Mae" means the government sponsored enterprise formerly known as the Federal National Mortgage Association, or any successor thereto. 14

"Fee Letters" is defined in the Restated Loan Agreement. "FHA" means the Federal Housing Administration, or any successor thereto. "FHA Loan" means a Mortgage Loan, the ultimate payment of which is partially or completely insured by the FHA or with respect to which there is a current, binding and enforceable commitment for such insurance issued by the FHA. "Financial Officer" means (i) with respect to the Seller, its chief financial officer, treasurer or a vice president having the knowledge and authority necessary to prepare and deliver the financial statements and reports required pursuant to Sections 5.1(b) and (d) and (ii) with respect to the Performance Guarantor, the chief financial officer, the vice president-treasurer or the senior vice president-finance. "First Lien Mortgage Loan" means a loan secured by a perfected first lien mortgage on real property. "Fitch" means Fitch, Inc., and any successor thereto. "Freddie Mac" means the Federal Home Loan Mortgage Corporation, or any successor thereto. "GAAP" means generally accepted accounting principles as in effect in the United States from time to time. "Ginnie Mae" means the Government National Mortgage Association, or any successor thereto. "Governmental Authority" means any nation or government, any agency, department, state or other political subdivision thereof, or any instrumentality thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. Governmental Authority shall include, without limitation, each of Freddie Mac, Fannie Mae, FHA, HUD, VA and Ginnie Mae. "Governmental Requirement" means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other requirement (including, without limitation, any of the foregoing that relate to energy regulations and occupational, safety and health standards or controls and any hazardous materials laws) of any Governmental Authority that has jurisdiction over the Seller or any of its Property. "Group Bank" means (1) with respect to Atlantic, CL New York, each Bank that has entered into an Assignment and Acceptance with CL New York, including Lloyds, and each assignee (directly or indirectly) of any such Bank, which assignee has entered into an Assignment and Acceptance and (2) with respect to Jupiter, Bank One, each Bank that has entered into an Assignment and Acceptance with Bank One and each assignee (directly or indirectly) of any such Bank, which assignee has entered into an Assignment and Acceptance. 15

"Hedge Report" means, with respect to any Conforming Loans included in the Eligible Mortgage Collateral that is to be sold to a Governmental Authority, a report prepared by the Servicer and pursuant to Section 3.6 of the Restated Loan Agreement, showing, as of the close of business on the previous Business Day, all trades that have been assigned to the Administrative Agent, for the benefit of holders of the Obligations, and the following information with respect to such trades: (i) trade counterparty, (ii) trade amount, (iii) coupon, (iv) price, (v) type of security, (vi) date of trade, and (vii) such other information as the Administrative Agent may reasonably request in the form of Exhibit K to the Restated Loan Agreement. "HUD" means the Department of Housing and Urban Development, or any successor thereto. "Indebtedness" means, for any Person, without duplication, and at any time, (a) all obligations required by GAAP to be classified on such Person's balance sheet as liabilities, (b) obligations secured (or for which the holder of the obligations has an existing contingent or other right to be so secured) by any Lien existing on property owned or acquired by such Person, (c) obligations that have been (or under GAAP should be) capitalized for financial reporting purposes, and (d) all guaranties, endorsements, and other contingent obligations with respect to obligations of others. "Indemnified Amounts" has the meaning specified in Section 8.01. "Indemnified Party" has the meaning specified in Section 8.01. "Interest Period" is defined in Section 2.15 of the Restated Loan Agreement. "Issuer" means any of Atlantic, Jupiter or the Seasonal Issuer. "Jumbo Loan" means a Mortgage Loan (other than a Conforming Loan) that (1) is underwritten by an Approved Investor (other than Fannie Mae, Freddie Mac or Ginnie Mae), (2) matches all applicable requirements for purchase under the requirements of a Take-Out Commitment issued for the purchase of such Mortgage Loan, and (3) differs from a Conforming Loan solely because the principal amount of such Mortgage Loan exceeds the limit set for Conforming Loans by Fannie Mae or Freddie Mac from time to time, and (4) is a First Lien Mortgage Loan. "Jupiter" means Jupiter Securitization Corporation and its successors and assigns. "Lenders" means, collectively, the Issuers and the Banks, including the Seasonal Issuer and the Seasonal Bank. "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (whether statutory, consensual or otherwise), or other security arrangement of any kind (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the uniform commercial code or comparable law of any jurisdiction in respect of any of the foregoing). 16

"Lloyds" means Lloyds TSB Bank plc and its successors and assigns. "Loan-to-Value Ratio" means, with respect to any Mortgage Loan, the fraction, expressed as a percentage found by dividing the original principal balance of a Mortgage Loan by the value of the Mortgage Loan, such value being measured by (i) the appraised value of such property at such time, if the Mortgage Loan is a refinance of an existing lien or (ii) the lower of the sales price of the related property at the time of origination of the Mortgage Loan or the appraised value of such property at such time, if the Mortgage Loan is a purchase money loan. "Managing Agents" means, with respect to Atlantic, CL New York or any successor managing agent designated by such party; and, with respect to Jupiter, Bank One or any successor managing agent designated by such party. "Margin Deficit" is defined in Section 2.03(b) hereof. "Market Value" means at the time determined, for any (a) Mortgage Loan (other than a Non-Conforming Loan), the market value of such Mortgage Loan based upon the then most recent posted net yield for 30-day mandatory future delivery furnished by Fannie Mae and published and distributed by Telerate Mortgage Services, or, if such posted net yield is not available from Telerate Mortgage Services, such posted net yield obtained by the Administrative Agent from Fannie Mae, or (b) Non-Conforming Loan, or any other Mortgage Loan while the posted rate is not available from Fannie Mae, the value determined by the Administrative Agent in good faith. "Material Adverse Effect" means, with respect to any Person, any material adverse effect on (i) the validity or enforceability of the Master Repurchase Agreement, this Agreement, the Notes or any other Transaction Document, (ii) the business, operations, total Property or financial condition of such Person, (iii) the Transferred Mortgage Assets taken as a whole, (iv) the enforceability of the purchases of Mortgage Assets under this Agreement free of any Adverse Claims, or (v) the ability of such Person to fulfill its obligations under this Agreement or any other Transaction Document. "Maximum Facility Amount" is defined in the Restated Loan Agreement.. "MERS" means Mortgage Electronic Registration Systems, Inc., a Delaware corporation. "MERS Designated Mortgage Loan" means a Mortgage Loan registered to or by the Originator on the MERS electronic mortgage registration system. "Moody's" means Moody's Investors Service, Inc., and any successor thereto. "Mortgage" means a mortgage or deed of trust or other security instrument creating a Lien on real property, on a standard form as approved by Fannie Mae, Freddie Mac or Ginnie Mae or such other form as the Seller determines is satisfactory for any Approved Investor unless otherwise directed by the Buyer or its assignee and communicated to the Collateral Agent. "Mortgage Assets" means, collectively, all of the Mortgage Loans and all Take-Out Commitments. 17

"Mortgage File" means the mortgage documents pertaining to a particular Mortgage Loan and any additional documents required to be included in or added to the Mortgage File pursuant to the Restated Loan Agreement. "Mortgage Loan" means a loan evidenced by a Mortgage Note and secured by a Mortgage, the beneficial interest of which has been acquired by the Buyer from the Seller by purchase pursuant to this Agreement (with the record owner thereof being the Seller or, in the case of a MERS Designated Mortgage Loan, MERS as nominee for the Seller, and its successors and assigns). "Mortgage Loan Collateral" means all Mortgage Notes and related Principal Mortgage Documents, Other Mortgage Documents. "Mortgage Note" means a promissory note, on a standard form approved by Fannie Mae, Freddie Mac or Ginnie Mae or such other form as the Seller determines is satisfactory for any Approved Investor unless otherwise directed by the Buyer or its assignee and communicated to the Collateral Agent. "Mortgage Origination Date" means, with respect to each Mortgage Loan, the date that is the later of (1) the date of the Mortgage Note or (2) the date such Mortgage Loan was funded and disbursed to or at the direction of the Obligor. "Multiemployer Plan" means a multiemployer plan defined in Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which a Seller or any ERISA Affiliate is making or has made (or is accruing or has accrued an obligation to make) contributions. "Net Worth" of a Person means, as of any date of determination, the total stockholder's equity (including capital stock, additional paid-in capital and retained earnings after deducting treasury stock) that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP but excluding the value of any investment made by such Person in an unconsolidated Subsidiary. "No Asset No Income Loan" means an Alt-A Loan that is underwritten on a "no asset no income" basis, meaning that the Seller does not verify the Obligor's assets or income. "Non-Conforming Loan" means a Jumbo Loan, an Alt-A Loan or a Second-Lien Loan. "Note" means each or any of the promissory notes executed by the Buyer, substantially in the form of Exhibits E1, E-2, and E-3 of the Restated Loan Agreement, together with all renewals, extensions, and replacements for any such note. "Obligations" means any and all present and future indebtedness, obligations, and liabilities of the Buyer, as the borrower, to any of the Lenders, the Collateral Agent, the Managing Agents, each Affected Party (as defined in the Restated Loan Agreement), each Indemnified Party and the Administrative Agent, and all renewals, rearrangements and extensions thereof, or any part thereof, arising pursuant to this Restated Loan Agreement or any other Transaction Document, and all interest accrued thereon, and attorneys' fees and other costs incurred in the drafting, negotiation, enforcement or collection thereof, regardless of whether 18

such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several or joint and several. "Obligor" means (i) with respect to each Mortgage Note included in the Collateral, the obligor on such Mortgage Note and (ii) with respect to any other agreement included in the Mortgage Assets, any person from whom the Seller is entitled to performance. "Other Mortgage Documents" is defined in Section 3.2(c) to the Restated Loan Agreement. "Outstanding Balance" means as of any date of determination (A) with respect to each Mortgage Loan, an amount equal to the lesser of: (i) the lesser of the original principal amount or the acquisition price of such Mortgage Loan paid by the Seller on the closing and funding of such Mortgage Loan; and (ii) for each Mortgage Loan, the amount determined by multiplying (a) the weighted average purchase price (expressed as a percentage) that Approved Investors are committed to pay, pursuant to Take-Out Commitments, for all Eligible Mortgage Loans, as shown on the most recent Hedge Report, multiplied by the outstanding principal balance of such Eligible Mortgage Loan. "PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto. "Performance Guarantor" means Pulte. "Person" means any individual, corporation (including a business trust), limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority, or any other form of entity. "Pricing Rate" has the meaning specified in Section 2.02. "Principal Mortgage Documents" is defined in Section 3.2(b) to the Restated Loan Agreement. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. "Pulte" means Pulte Homes, Inc. (formerly known as Pulte Corporation), a Michigan corporation, and its successors and assigns. "Pulte Mortgage Corporation" has the meaning set forth in the preamble to this Agreement. "Purchase" means a purchase by the Buyer of Mortgage Assets from a Seller pursuant to Article II. "Purchase Date" has the meaning specified in Section 2.02(a). "Purchase Price" for any Purchase means an amount equal to the Outstanding Balance of the Mortgage Assets that are the subject of such Purchase. 19

"Purchase Request" has the meaning specified in Section 2.02(a). "Purchased Mortgage Asset" means any Mortgage Asset which has been purchased by the Buyer pursuant to Section 2.02. "Repurchase Date" is defined in Section 2.02(a) hereto. "Repurchase Price" the price at which the Purchased Mortgage Assets are to be transferred from Buyer to Seller upon termination of a transaction, which will be determined in each case as the sum of the Purchase Price and the Price Differential as of the end of the related Interest Period. "Requirement of Law" as to any Person means the articles of incorporation and by-laws or other organizational or governing documents of such Person, and any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other determination, direction or requirement (including, without limitation, any of the foregoing that relate to energy regulations and occupational, safety and health standards or controls and any hazardous materials laws) of any Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject. "Restated Assignment of Account" is defined in the Restated Collateral Agency Agreement. "Restated Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of the date hereof, among the Buyer, as borrower, the Collateral Agent and the Administrative Agent, substantially in the form of Exhibit D to the Restated Loan Agreement. "Restated Loan Agreement" means the Amended and Restated Loan Agreement, dated as of the date hereof, by and among the Buyer, as the Borrower, the Issuers parties thereto, the Banks parties thereto, the Managing Agents parties thereto, the Administrative Agent and the Servicer, as amended, modified or supplemented from time to time. "Restated Originator Performance Guaranty" means the Amended and Restated Originator Performance Guaranty, in the form attached the Restated Loan Agreement as Exhibit G-2, made by the Performance Guarantor in favor of the Buyer, as borrower, and assigned to the Administrative Agent for the benefit of the Lenders. "Restated Performance Guaranties" means, collectively, the Restated Servicer Performance Guaranty and the Restated Originator Performance Guaranty. "Restated Servicer Performance Guaranty" means the Amended and Restated Servicer Performance Guaranty, in the form attached to the Restated Loan Agreement as Exhibit G-1, made by the Performance Guarantor in favor of the Administrative Agent. "Restated Subordination Agreement" means the Amended and Restated Subordination Agreement, substantially in the form attached as Exhibit B to the Restated Loan Agreement, 20

executed by the Performance Guarantor and certain of its Affiliates in favor of the Buyer and the Administrative Agent for the benefit of the holders of the obligations. "S&P" means Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies, Inc., and any successor thereto. "Seasonal Bank" means initially Bank One, in its capacity as a bank under the Seasonal Facility, and its successors or assigns. "Seasonal Facility" means the borrowing facility provided by the Seasonal Lenders as described in Section 2.20 of this Restated Loan Agreement. "Seasonal Facility Amount" means $50,000,000 as such amount may be reduced pursuant to Section 2.20(b) of the Restated Loan Agreement. "Seasonal Issuer" means Jupiter, in its capacity as an issuer under the Seasonal Facility, and its successors or assigns. "Seasonal Period" means a period including (a) the last five (5) days of March through the first twenty-five (25) days of April, (b) the last five (5) days of June through the first twenty-five (25) days of July, (c) the last five (5) days of September through the first twenty-five (25) days of October, or (d) the last five (5) days of December through the first twenty-five (25) days of January; provided that a Seasonal Period will not occur unless the Buyer notifies the Administrative Agent, the Collateral Agent and the Seasonal Lenders five days in advance of such Seasonal Period that the Buyer will use the Seasonal Facility during such Seasonal Period. "Seasonal Lenders" means the Seasonal Issuer and the Seasonal Bank. "Seasoned Mortgage Loan" means a Mortgage Loan with a Mortgage Origination Date that is more than 180 days prior to the current date. "Second Lien Loan" means a loan secured by a perfected Mortgage that is subordinate to one other mortgage lien held by the Seller on the related mortgaged property. "Servicer" means at any time the Person then authorized pursuant to Section 11.1 of the Restated Loan Agreement to service, administer and collect the Transferred Mortgage Assets. The initial Servicer shall be Pulte Mortgage Corporation. "Settlement Date" means (a) for purposes of determining fees set forth in the Fee Letters, (i) the 10th day of each of October, January, April and July, commencing October 10, 2002 or, if such day is not a Business Day, the next succeeding Business Day, or (ii) on and after the Facility Termination Date, the 10th day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, provided, however, that the Administrative Agent may, with the consent of the Managing Agents, by notice to the Buyer and the Servicer, select other days to be Settlement Dates (including days occurring more frequently than once per month) and (b) for all other purposes, the 10th day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, commencing September 10, 2002, provided, however, on and after the Facility Termination Date, the Administrative Agent may, with the consent of 21

the Managing Agents, by notice to the Buyer and the Servicer, select other days to be Settlement Dates (including days occurring more frequently than once per month). "Special Borrowing" is defined in Section 2.03(c) to the Restated Loan Agreement. "Special Mortgage Loan" is defined in Section 2.3(c) to the Restated Loan Agreement. "Subsidiary" means, with respect to any Person, any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person, or one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries. "Super Jumbo Loan" means a Jumbo Loan having an original principal balance equal to or in excess of $650,000 but less than $1,000,000. "Take-Out Commitment" means, a current, valid, binding, enforceable, written commitment, issued by an Approved Investor, to purchase one or more Mortgage Loans from the Seller prior to the date that is 120 days (or 180 days to the extent Collateral Value may include Mortgage Loans that have been Eligible Mortgage Loans for more than 120 days pursuant to paragraph (f) of the definition of Collateral Value) from the date that such Mortgage Loan first becomes an Eligible Mortgage Asset and at a specified price and in amounts, form and substance reasonably satisfactory to the Managing Agents, which commitment is not subject to any term or condition (i) that is not customary in commitments of like nature or (ii) that, in the reasonably anticipated course of events, cannot be fully complied with prior to the expiration thereof, which commitment has been assigned to the Buyer (partial assignments being permitted so long as the amount assigned (together with all other Take-Out Commitments) fully covers the amount of the Eligible Mortgage Assets); provided, that upon receipt of the actual written confirmation (each, a "Trade Confirmation") of such trade duly executed by the Seller and the trade counterparty (such Trade Confirmation being held in trust for the Collateral Agent pursuant to Section 3.2(c) of the Restated Loan Agreement) and promptly upon request of the Administrative Agent, the Seller must provide such trade confirmation to the Administrative Agent. The Administrative Agent, on behalf of the Lenders, shall have the right, without notice, to review such Trade Confirmation at the office of, and with the officers of, the Seller during normal business hours. "Take-Out Commitment Documents" means (1) with respect to any Conforming Loans, copies of all Take Out Commitments or an executed original assignment of trade as described in the definition of "Take Out Commitment"; and (2) with respect to Non-Conforming Loans, copies of all Take Out Commitments. "Term" means three hundred sixty-four (364) days from the date of this Agreement. "Transaction Document" means any of this Agreement, the assignments delivered pursuant to Section 3.02(a), and any and all other agreements or instruments now or hereafter executed and delivered by or on behalf of the Seller in connection with this Agreement or the Master Repurchase Agreement, as any of such documents may be renewed, amended, restated or supplemented from time to time. "Transferred Mortgage Asset" means a Purchased Mortgage Asset. 22

"Transferred Mortgage Loan" means a Mortgage Loan included in the Transferred Mortgage Assets. "UCC" means the Uniform Commercial Code as adopted in the applicable state, as the same may hereafter be amended. "Uncovered Mortgage Loan" means a Mortgage Loan that would be an Eligible Mortgage Loan but for the expiration, forfeiture, termination, or cancellation of, or default under, the relevant Take-Out Commitment. "VA" means the Department of Veterans Affairs, or any successor thereto. "VA Loan" means a Mortgage Loan, the payment of which is partially or completely guaranteed by the VA under the Servicemen's Readjustment Act of 1944, as amended, or Chapter 37 of Title 38 of the United States Code or with respect to which there is a current binding and enforceable commitment for such a guaranty issued by the VA. Section 1.02. Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC, and not specifically defined herein, are used herein as defined in such Article 9. ARTICLE II AMOUNTS AND TERMS OF PURCHASES Section 2.01. Facility. (a) The first sentence of Section 1 of the Master Repurchase Agreement is amended in its entirety by replacing it with the following: "From time to time prior to the occurrence and continuance of an Event of Default and prior to the Facility Termination Date, the Seller may present for transfer to Buyer Mortgage Assets that are Eligible Mortgage Assets against the transfer of funds by Buyer with a simultaneous agreement by Buyer to transfer to the Seller such Assets at a date certain or on demand, against the transfer of funds by the Seller, and at each such time of presentation Buyer will enter into such Transaction." (b) Section 1 is hereby further amended by adding the following at the end thereof: "Without limiting any rights of Buyer under this Master Repurchase Agreement, no Transaction shall be for a Purchase Price such that the cash portion thereof will be less than $5,000,000 or an integral multiple of $10,000 in excess thereof." 23

(c) Every reference in the Master Repurchase Agreement to "Securities" shall be replaced by "Mortgage Assets." Every reference in the Master Repurchase Agreement to "Purchased Securities" shall be replaced by "Purchased Mortgage Assets." Every reference in the Master Repurchase Agreement to "Additional Purchased Securities" shall be replaced by "Additional Purchased Mortgage Assets." Section 2.02. Making Purchases. (a) Subparagraph 3(b) of the Master Repurchase Agreement is amended by deleting the subparagraph in its entirety and replacing it with the following: Purchases. Each Transaction shall be initiated by request from the Seller to the Buyer given no later than 12:00 noon (eastern time) on the Business Day prior to the date of Purchase. Each such request for a Purchase (each a "Purchase Request") shall specify the date of such Purchase (which shall be a Business Day), the Mortgage Assets included in such Purchase and the Purchase Price for such Purchase. The Buyer shall promptly notify the Seller whether it has determined to make such Purchase and, if so, shall deliver a written confirmation (each, a "Confirmation"). On the date of each Purchase (each a "Purchase Date"), the Buyer shall, upon satisfaction of the applicable conditions set forth in Article III, pay the Purchase Price for such Purchase by means of any one or a combination of the following: (i) a deposit in same day funds to the Seller's account designated by the Seller or (ii) an increase in the Deferred Purchase Price. The allocation of the Purchase Price as among such methods of payment shall be subject in each instance to the approval of the Buyer and the Seller. The "Repurchase Date" for each Transaction shall be the earlier of (i) the date set forth in the applicable Confirmation and (ii) the date determined by application of Paragraph 11 of the Master Repurchase Agreement. The "Pricing Rate" for each Transaction shall be set forth on the Confirmation; provided that, upon the occurrence of and during the continuance of an Event of Default, the Pricing Rate shall equal the Default Rate. The Confirmation, together with this Master Repurchase Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Master Repurchase Agreement, this Master Repurchase Agreement shall prevail. (b) Subparagraph 3(c) of the Master Repurchase Agreement is amended by replacing the first sentence of Paragraph 3(c) with the following: In the case of Transactions terminable upon demand, such demand by the Seller shall be for a repurchase of all Purchased Mortgage Assets subject to the related Transaction and shall be made no later than 11:00 a.m. New York City time on the Business Day immediately preceding the day on which such termination will be effective, which termination shall also be on a Business Day. 24

(c) Paragraph 3 of the Master Repurchase Agreement is amended by adding the following language as a new Subparagraph 3(d): (d) This Master Repurchase Agreement shall continue in effect until the expiration of the Facility Termination Date. Section 2.03. Margin Maintenance. Subparagraph 4 of the Master Repurchase Agreement is amended in its entirety to read as follows: (a) Daily until the expiration of the Facility Termination Date (or less frequently if the Buyer, in its sole and absolute discretion, so elects), the Seller, as applicable (or Servicer on Buyer's behalf) will determine (i) the aggregate Collateral Value of all Purchased Mortgage Assets held by Buyer, (ii) the Repurchase Price as of such date, and the Maximum Facility Amount as of such date. Without limiting the foregoing, the Seller shall deliver to Buyer, at any time and from time to time, information in its possession in the ordinary course of its business with respect to the Purchased Mortgage Assets sold by it to assist Buyer in ascertaining the Collateral Value of such Purchased Mortgage Assets. (b) If, on any date, the aggregate Repurchase Price exceeds the total Collateral Value of all Eligible Mortgage Assets (a "Margin Deficit"), Buyer may, in its sole and absolute discretion, by notice to the Seller (a "Margin Call"), require the Seller to transfer to Buyer cash or additional Purchased Mortgage Assets that are reasonably acceptable to Buyer ("Additional Purchased Mortgage Assets") to eliminate such deficiency. (c) Upon receipt of notice from Buyer at or prior to 11:00 a.m. New York City time (which may be transmitted by facsimile), the Seller, as applicable, in its sole discretion, shall transfer either cash or the Additional Purchased Mortgage Assets no later than the close of business on the Business Day immediately following the date on which a Margin Call is given. Any cash transferred to Buyer pursuant hereto shall be held by Buyer until the Repurchase Date and shall be applied against the Repurchase Price on the Repurchase Date. (d) Buyer's election, in its sole and absolute discretion, not to make a Margin Call at any time there is a Margin Deficit shall not in any way limit or impair its right to make a Margin Call at any time a Margin Deficit exists. Section 2.04. Collections. Paragraph 5 of the Master Repurchase Agreement is amended by adding the following at the end of the last sentence thereof: Notwithstanding the foregoing and except as provided in paragraph 11 of this Master Repurchase Agreement, the Seller shall hold for the benefit of, and in trust for, Buyer all income, including without limitation all scheduled and unscheduled principal and interest payments or any other income (including without limitation, tax escrow payments), received by or on behalf of the Seller with respect to such Purchased Mortgage Assets sold by it (collectively, 25

"Purchased Asset Income"). To the extent required under the Restated Loan Agreement, the Seller shall deposit the Purchased Asset Income (other than any Obligor's escrow payments) in the Collection Account. On each Settlement Date, the Buyer shall pay to the Seller accrued interest on the Deferred Purchase Price of the related Purchased Mortgage Assets sold by it and the Buyer may, at its option, prepay in whole or in part the principal amount of any such Deferred Purchase Price; provided that each such payment shall be made solely from (i) Collections of the related Transferred Mortgage Assets after all other amounts then due from the Buyer under the Restated Loan Agreement have been paid in full and all amounts then required to be set aside by the Buyer or the Servicer under the Restated Loan Agreement have been so set aside or (ii) excess cash flow from operations of the Buyer which is not required to be applied to the payment of other obligations of the Buyer; and provided further, that no such payment shall be made at any time when an Event of Default shall have occurred and be continuing. At such time following the Facility Termination Date when all principal, interest and other amounts owed by the Buyer under the Restated Loan Agreement shall have been paid in full, the Buyer shall apply, on each Settlement Date, all Collections of Transferred Mortgage Assets deposited to the Collection Account pursuant to this Paragraph 5 (and not previously distributed) ratably as between the Seller first to the payment of accrued interest on each related Deferred Purchase Price, and then to the reduction of the principal amount of each related Deferred Purchase Price. Section 2.05. Repurchase or Substitution Procedures. (a) Upon discovery by the Seller or the Buyer of a breach of any of the representations and warranties made by the Seller in Section 4.01(t) of this Agreement with respect to any Transferred Mortgage Asset, such party shall give prompt written notice thereof to the other party, as soon as practicable and in any event within three Business Days following such discovery. The Seller shall, upon not less than two Business Days' notice from the Buyer or its assignee or designee, repurchase such Transferred Mortgage Asset on the next succeeding Settlement Date for a repurchase price equal to the Repurchase Price of such Transferred Mortgage Asset. Each repurchase of a Transferred Mortgage Asset shall include the Mortgage Loan Collateral with respect to such Transferred Mortgage Asset. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Transferred Mortgage Asset. If the Seller is not the Servicer, the Seller shall pay to the Servicer for deposit to the Collection Account on or prior to the next Settlement Date the Repurchase Price required to be paid pursuant to this subsection. If the Seller is the Servicer, the Seller shall deposit such Repurchase Price to the Collection Account on or prior to the next Settlement Date. (b) Upon discovery by the Seller or the Buyer of a breach by the Seller of its covenant in Section 5.23 of this Agreement with respect to any Special Mortgage Loan, such party shall give prompt written notice thereof to the other parties, as soon as practicable and in any event within three Business Days following such discovery. The Seller shall, upon not less than two Business Days' notice from the Buyer or its assignee or designee or from the Collateral Agent on its behalf, repurchase such Special Mortgage Loan for a repurchase price equal to the 26

Repurchase Price of such Special Mortgage Loan. Each repurchase of a Special Mortgage Loan shall include the Mortgage Loan Collateral with respect to such Special Mortgage Loan. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Special Mortgage Loan. If the Seller is not the Servicer, the Seller shall pay to the Servicer for deposit to the Collection Account on or prior to the repurchase date the Repurchase Price required to be paid pursuant to this subsection. If the Seller is the Servicer, the Seller shall deposit such Repurchase Price to the Collection Account on or prior to the next Settlement Date. (c) If a Mortgage Note has been withdrawn for correction pursuant to Section 6.02 of this Agreement and the Seller has not delivered the corrected Mortgage Note to the Collateral Agent within twenty calendar days after such withdrawal, the Seller shall, upon not less than two Business Days' notice from the Buyer or its assignee or designee or from the Collateral Agent on its behalf, repurchase the related Mortgage Loan for a repurchase price equal to the Repurchase Price of such Mortgage Loan. Each repurchase of a Mortgage Loan shall include the Mortgage Loan Collateral with respect to such Mortgage Loan. The proceeds of any such repurchase shall be deemed to be a Collection in respect of such Mortgage Loan. If the Seller is not the Servicer, the Seller shall pay to the Servicer for deposit to the Collection Account on or prior to the repurchase date the Repurchase Price required to be paid pursuant to this subsection. If the Seller is the Servicer, the Seller shall deposit such Repurchase Price to the Collection Account on or prior to the next Settlement Date. (d) To the extent that any of the events occur that require the Seller to repurchase pursuant to Subsections 2.05 (a), 2.05(b) and 2.05(c), but only so long as a Margin Deficit does not exist, the Seller may elect not to repurchase the effected purchased loans by delivering written notice to the Buyer, its successors and assigns. Section 2.06. Payments and Computations, Etc. (a) All amounts to be paid or deposited by the Seller hereunder shall be paid or deposited no later than 11:00 a.m. (eastern time) on the day when due in same day funds to an account designated by the Buyer from time to time, which account shall initially be the Collection Account. (b) The Seller shall, to the extent permitted by law, pay to the Buyer interest on any amount not paid or deposited by such the Seller (whether as Servicer or otherwise) when due hereunder at an interest rate per annum equal to 2% per annum above the Alternate Base Rate, payable on demand. (c) All computations of interest and all computations of fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of such payment or deposit. 27

Section 2.07. Intent of the Seller and the Buyer. Paragraph 6 of the Master Repurchase Agreement is hereby deleted and replaced with the following: The Seller and the Buyer have structured this Agreement with the intention that each Purchase of Mortgage Assets hereunder be treated as a sale of such Mortgage Assets by the Seller to the Buyer for all purposes. The Seller and the Buyer shall record each related Purchase as a sale or purchase, as the case may be, on its books and records, and reflect each related Purchase in its financial statements and tax returns as a sale or purchase, as the case may be. In the event that, contrary to the mutual intent of the Seller and the Buyer, any Purchase of Mortgage Assets hereunder is not characterized as a sale or absolute transfer, the Seller shall, effective as of the date hereof, be deemed to have granted (and the Seller hereby does grant) to the Buyer a first priority security interest in and to any and all Mortgage Assets, the related Mortgage Loan Collateral and the proceeds thereof to secure the repayment of all amounts advanced to the Seller hereunder with accrued interest thereon, and this Agreement shall be deemed to be a security agreement. Section 2.08. No Segregation of Assets. Paragraph 8 of the Master Repurchase Agreement is amended by deleting Paragraph 8 in its entirety and replacing it with the following: Upon transfer of the Mortgage Loans to Buyer as set forth in Paragraph 3(a) of this Master Repurchase Agreement and until termination of any related Transactions as set forth in Paragraphs 3(c) or 11 of this Master Repurchase Agreement, ownership of each Mortgage Loan, including each document in the related Mortgage File, is vested in Buyer. Upon transfer of the Mortgage Loans to Buyer as set forth in Paragraph 3(a) of this Master Repurchase Agreement and until termination of any Transactions as set forth in paragraphs 3(c) or 11 of this Master Repurchase Agreement and prior to the recordation of the assignments of mortgage by the Collateral Agent as provided for in the Restated Collateral Agency Agreement, record title in the name of the Seller or in the case of a MERS Designated Mortgage Loan MERS as nominee for the beneficial owner to each Mortgage shall be retained thereby in trust, for the benefit of Buyer, for the sole purpose of facilitating the servicing and the supervision of the servicing of the Mortgage Loans. Nothing in this Master Repurchase Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Mortgage Assets or otherwise pledging or hypothecating the Purchased Mortgage Assets without the prior consent of the Seller, but no such transaction or provision hereof or provision of the Restated Collateral Agency Agreement shall relieve Buyer of its obligations to transfer Purchased Mortgage Assets (and, with respect to the Mortgage Loans, the same Mortgage Loans and not substitutes therefor) to Seller pursuant and subject to Paragraphs 3, 4 or 11 hereof. Upon termination of any Transactions as set forth in Paragraph 3(c) of this Master Repurchase 28

Agreement, Buyer agrees to execute promptly endorsements of the mortgage notes, assignments of the mortgages and UCC-3 assignments, releases or terminations related to such Transactions, to the extent that such documents are prepared by the Seller for Buyer's execution, are delivered to Buyer by the Seller and are necessary and appropriate, as reasonably determined by the Seller, to reconvey, without recourse, to the Seller and perfect title of like tenor to that conveyed to Buyer to the related Mortgage Loans. Buyer shall provide cooperation in assisting and directing the Collateral Agent to facilitate such preparation (without expense to Buyer). Notwithstanding anything to the contrary set forth in this Master Repurchase Agreement, in no event shall Purchased Mortgage Assets remain in the custody of the Seller or any affiliate of the Seller, except as permitted under the Restated Collateral Agency Agreement. Section 2.09. Substitution. Paragraph 9 of the Master Repurchase Agreement is amended by deleting the existing Paragraph 9 in its entirety and replacing it with the following language: (a) In the case of any Transaction for which the Repurchase Date is other than the Business Day immediately following the Purchase Date and with respect to which the Seller does not have any existing right to substitute substantially the same Mortgage Assets for the Purchased Mortgage Assets, the Seller shall have the right, subject to the proviso to this sentence, upon notice to Buyer, which notice shall be given at or prior to noon (12:00 p.m.) (New York time) on the preceding Business Day, to substitute substantially the same Mortgage Assets for any Purchased Mortgage Assets; provided, however, that Buyer, in its sole and absolute discretion, may elect, by the close of business on the Business Day next following the Business Day on which notice is received not to accept such substitution. In the event such substitution is accepted by Buyer, such substitution shall be made by the Seller's transfer to Buyer of additional Mortgage Assets, and after substitution, the substituted additional Mortgage Loans shall be deemed to be Purchased Mortgage Assets. In the event Buyer elects not to accept such substitution, Buyer shall offer the Seller the right to terminate the Transaction. If the Seller elects to terminate such Transaction (which election shall be made in writing within five (5) Business Days of Buyer's offer to Seller of the right to terminate the transaction), the date of termination will be determined in accordance with Paragraph 3(c) of the Master Repurchase Agreement. (b) In the event the Seller exercises its right to substitute or terminate pursuant to subparagraph (a), the Seller shall be obligated to pay to Buyer, by the close of the Business Day of such substitution or termination, as the case may be, an amount equal to (A) Buyer's actual cost (including all fees, expenses and commissions) of (i) entering into replacement Transactions; and (ii) entering into or terminating hedge transactions, (B) to the extent Buyer determines not to enter into replacement Transactions, the loss incurred by Buyer directly arising or resulting from such substitution or termination and (C) in the case of the termination of any Transaction, the related Repurchase Price for such Purchased Mortgage Assets. The foregoing amounts shall be determined and calculated solely by Buyer on a commercially reasonable basis. 29

ARTICLE III CONDITIONS OF PURCHASES Section 3.01. Conditions Precedent to Any Purchase from the Seller. The initial Purchase of Mortgage Assets from the Seller hereunder is subject to the conditions precedent that the Buyer shall have received on or before the date of such Purchase the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Buyer: (a) Certified copies of the resolutions of the Board of Directors of the Seller approving this Agreement and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (b) A certificate of the Secretary or Assistant Secretary of the Seller certifying the names and true signatures of the officers of the Seller authorized to sign this Agreement and the other documents to be delivered by it hereunder. (c) Acknowledgment copies or time stamped receipt copies of financing statements, if any, and any amendments thereto, in form acceptable for filing and duly filed on or before the date of any Purchase hereunder, naming the Seller as the seller/debtor and the Buyer as the buyer/secured party, or other similar instruments or documents, as the Buyer may deem necessary or desirable under the UCC of all appropriate jurisdictions or other applicable law to perfect the Buyer's ownership of and security interest in the Transferred Mortgage Assets and Mortgage Loan Collateral and Collections with respect thereto. (d) Acknowledgment copies or time stamped receipt copies of financing statements, if any, in form acceptable for filing and necessary to release all security interests and other rights of any Person in the Transferred Mortgage Assets and Mortgage Loan Collateral previously granted by the Seller. (e) Completed requests for information, dated on or before the date of any Purchase hereunder, listing all effective financing statements filed in the jurisdictions referred to in subsection (c) above that name the Seller as debtor, together with copies of such other financing statements (none of which shall cover any Transferred Mortgage Assets or Mortgage Loan Collateral). (f) A favorable opinion of Honigman Miller Schwartz and Cohn LLP, counsel for the Seller, as to such matters as the Buyer may reasonably request. (g) Fully executed originals of the Restated Loan Agreement, Restated Subordination Agreement, the Restated Collateral Agency Agreement, and the Restated Performance Guaranties. Section 3.02. Conditions Precedent to All Purchases. Each Purchase hereunder shall be subject to the further conditions precedent that: 30

(a) prior to 12:00 noon (eastern time) on the Business Day prior to the date of such Purchase, the Buyer and the Collateral Agent shall have received a bill of sale and blanket assignment, in the form set forth in Exhibit B hereto, and duly executed and delivered by the Seller, with respect to the Mortgage Assets included in such Purchase; (b) the Principal Mortgage Documents with respect to each Mortgage Loan included in such Purchase, other than Special Mortgage Loans, shall have been physically delivered to the possession of the Collateral Agent; provided that if such Purchase includes Special Mortgage Loans, the Collateral Value of such Special Mortgage Loans plus the Collateral Value of all Special Mortgage Loans then owned by the Buyer shall not exceed thirty percent (30%) of the Maximum Facility Amount (as defined in the Restated Loan Agreement) at such time and during the first five and last five Business Days of any month fifty percent (50%) of the Maximum Facility Amount (as defined in the Restated Loan Agreement) at such time. (c) Copies of the Take-Out Commitment Documents with respect to Conforming Loans and Non-Conforming Loans shall have been delivered to the possession of, or shall otherwise have been made available to, the Buyer or its assignee; (d) on the date of such Purchase the following statements shall be true (and the Seller, by accepting the amount of such Purchase, shall be deemed to have certified that): (1) The representations and warranties contained in Section 4.01 are correct in all material respects on and as of the date of such Purchase as though made on and as of such date, (2) No event has occurred and is continuing, or would result from such Purchase, that constitutes an Event of Default or would constitute a Default, and (3) The Buyer shall not have delivered to the Seller a notice that the Buyer shall not make any further Purchases hereunder. ARTICLE IV REPRESENTATIONS AND WARRANTIES Section 4.01. Representations of the Seller. Paragraph 10 of the Master Repurchase Agreement is amended by deleting the existing language in its entirety and replacing it with the following: The Seller represents and warrants as follows: (a) Organization and Good Standing. It (i) is a corporation duly incorporated and existing in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified as a foreign corporation and in good standing in all jurisdictions in which its failure to be so qualified could have a Material Adverse Effect, (iii) has the corporate power and authority to own its properties and assets and to transact the business in which it is engaged and is or will be qualified in those states wherein it proposes to transact business in the future and (iv) is in 31

compliance with all Requirements of Law, the failure to comply with which, individually or in the aggregate, could have a Material Adverse Effect. (b) Authorization and Power. It has the corporate power and requisite corporate authority to execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party; it is duly authorized to and has taken all corporate action necessary to authorize it to, execute, deliver and perform this Agreement and the other Transaction Documents to which it is a party and is and will continue to be duly authorized to perform this Agreement and such other Transaction Documents. (c) No Conflicts or Consents. Neither the execution and delivery by it of this Agreement or the other Transaction Documents to which it is a party, nor the consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or with the terms and provisions thereof, will (i) contravene or conflict with any Requirement of Law to which it is subject, except where such contravention or conflict would not reasonably be expected to have a Material Adverse Effect, or any indenture, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it may be bound, or to which its Property may be subject, except where such contravention or conflict would not reasonably be expected to have a Material Adverse Effect, or (ii) result in the creation or imposition of any Lien on the Property of the Seller (other than the sale of the Transferred Mortgage Assets as contemplated by this Agreement). (d) Enforceable Obligations. This Agreement and the other Transaction Documents to which it is a party have been duly and validly executed by it and are its legal, valid and binding obligations, enforceable in accordance with their respective terms, except as limited by Debtor Laws. (e) Full Disclosure. There is no fact known to it that it has not disclosed to the Buyer that could have a Material Adverse Effect. Neither its financial statements nor any Purchase Request, officer's certificate or statement delivered by it to the Buyer in connection with this Agreement, contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such information not misleading. (f) No Default. It is not in default under any loan agreement, mortgage, security agreement or other material agreement or obligation to which it is a party or by which any of its Property is bound, if such default would also be a Default or an Event of Default under Section 11(v) of this Master Repurchase Agreement. (g) Litigation. (i) Except as set forth on Schedule II to this Agreement, there are no actions, suits or proceedings, including arbitrations and administrative actions, at law or in equity, either by or before any Governmental Authority, now pending or, to its knowledge, threatened by or against it or any of its Subsidiaries, and pertaining to any Governmental Requirement affecting its Property or rights or any of its Subsidiaries that if determined adversely to the Seller could reasonably be expected to have a Material Adverse Effect. 32

(ii) Neither it nor any of its Subsidiaries is in default with respect to any Governmental Requirements, which default could reasonably be expected to have a Material Adverse Effect. (iii) The Seller is not liable on any judgment, order or decree (or any series of judgments, orders, or decrees) having an aggregate liability or $100,000 or more that is not covered by insurance and that has not been paid, stayed or dismissed within 30 days. (h) Taxes. All tax returns required to be filed by it in any jurisdiction have been filed and all taxes, assessments, fees and other governmental charges upon it or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a Lien thereon, unless protested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been established on its books, except where such failure to file or pay would not reasonably be expected to have Material Adverse Effect. It has no knowledge of any proposed tax assessment against it that would have a Material Adverse Effect. (i) Indebtedness. If the Servicer is the Seller or an Affiliate thereof, the Servicer is in compliance with the maximum leverage test set forth in Section 5.22 of this Agreement. (j) Permits, Patents, Trademarks, Etc. (i) It has all permits and licenses necessary for the operation of its business, the absence of which would reasonably be expected to have a Material Adverse Effect. (ii) It owns or possesses (or is licensed or otherwise has the necessary right to use) all patents, trademarks, service marks, trade names and copyrights, technology, know-how and processes, and all rights with respect to the foregoing, that are necessary for the operation of its business without any known material conflict with the rights of others. The consummation of the transactions contemplated hereby will not alter or impair any of such rights. (k) Status Under Certain Federal Statutes. It is not (i) a "holding company," or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company," or of a "subsidiary company" of a "holding company," as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, (ii) a "public utility," as such term is defined in the Federal Power Act, as amended, (iii) an "investment company," or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended, or (iv) a "rail carrier," or a "person controlled by or affiliated with a rail carrier," within the meaning of Title 49, U.S.C., and it is not a "carrier" to which 49 U.S.C. Section 11301(b)(1) is applicable. (l) Securities Acts. It has not issued any unregistered securities in violation of the registration requirements of the Securities Act of 1933, as amended, or of any other Requirement of Law, and is not violating any rule, regulation, or requirement under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended. 33

(m) No Approvals Required. Other than consents and approvals previously obtained and actions previously taken, neither the execution and delivery of this Agreement and the other Transaction Documents to which it is a party, nor the consummation of any of the transactions contemplated hereby or thereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by it of any document with, or the taking of any other action in respect of, any Governmental Authority that has jurisdiction over it or any of its Property. (n) Environmental Matters. There have been no past, and there are no pending or threatened, claims, complaints, notices, or governmental inquiries against it regarding any alleged violation of, or potential liability under, any environmental laws that could reasonably be expected to have a Material Adverse Effect. No conditions exist at, on or under any Property now or previously owned or leased by it that could give rise to liability under any environmental law that could reasonably be expected to have a Material Adverse Effect. (o) Eligibility. The Seller is approved and qualified and in good standing as a lender or seller/servicer, as follows: (i) The Seller is a Fannie Mae approved seller/servicer (in good standing) of mortgage loans, eligible to originate, purchase, hold, sell and service mortgage loans to be sold to Fannie Mae. (ii) The Seller is a Freddie Mac approved seller/servicer (in good standing) of mortgage loans, eligible to originate, purchase, hold, sell and service mortgage loans to be sold to Freddie Mac. (iii) The Seller is an approved Ginnie Mae issuer (in good standing) of mortgage loans, eligible to originate, purchase, hold, sell and service mortgage loans to be pooled into Ginnie Mae MBS Pools and to issue Ginnie Mae MBS. (p) Principal Office, Etc. The principal office, chief executive office and principal place of business of the Seller is at Englewood, Colorado. (q) Financial Condition. (i) The Seller has delivered to the Buyer (x) copies of the consolidated balance sheet of Pulte, as of December 31, 2001, and the related consolidated statements of income, stockholder's equity and cash flows of Pulte for the year ended on such date, certified by independent certified accountants of recognized national standing; and (y) copies of the unaudited consolidated balance sheet for Pulte, as of June 30, 2002, and the related statements of income, stockholder's equity and cash flows of Pulte for the six (6) months ended on such date (the "Interim Statements") and all such financial statements fairly present the financial condition of the Seller as of their respective dates, subject, in the case of the Interim Statements, to normal year end adjustments and the results of operations of the Seller for the periods ended on such dates and have been prepared in accordance with GAAP. (i) As of the date thereof, there are no material obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations or unusual forward or long-term commitments) of the Seller that are required to be reflected therein in accordance with GAAP and that are not reflected therein. 34

(ii) No change that constitutes a Material Adverse Effect has occurred in the financial condition or business of the Seller since September 30, 2000. (r) Employee Benefit Plans. (i) No Employee Plan of the Seller or any ERISA Affiliate has incurred an "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Code), (ii) neither the Seller nor any ERISA Affiliate has incurred liability under ERISA to the PBGC, (iii) neither the Seller nor any ERISA Affiliate has partially or fully withdrawn from participation in a Multiemployer Plan, (iv) no Employee Plan of the Seller or any ERISA Affiliate has been the subject of involuntary termination proceedings, (v) neither the Seller nor any ERISA Affiliate has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code), and (vi) no "reportable event" (as defined in Section 4043 of ERISA) has occurred in connection with any Employee Plan of the Seller or any ERISA Affiliate other than events for which the notice requirement is waived under applicable PBGC regulations. (s) Ownership. On the date of this Agreement, Pulte holds beneficial ownership of 100% of the issued and outstanding shares of each class of the stock of the Seller. The Seller is the owner of all of the issued and outstanding shares of each class of stock of the Buyer. (t) Eligible Mortgage Assets. Each Mortgage Asset purported to be sold by the Seller hereunder is an Eligible Mortgage Asset as of the date of such sale, and each such Mortgage Asset, together with the related Mortgage Loan Collateral, is owned (immediately prior to its sale hereunder) by the Seller free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer). When Buyer acquires a Transferred Mortgage Asset by Purchase hereunder, it shall acquire good and marketable title to such Transferred Mortgage Asset and the related Mortgage Loan Collateral and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer), and no effective financing statement or other instrument similar in effect covering any Transferred Mortgage Asset, any interest therein, the related Mortgage Loan Collateral or Collections with respect thereto is on file in any recording office except such as may be filed in favor of Buyer in accordance with this Agreement or in connection with any Adverse Claim arising solely as the result of any action taken by the Buyer. In addition, with respect to each Mortgage Loan sold to the Buyer that is subsequently sold to Freddie Mac, the Seller hereby makes the representations and warranties set forth in the Freddie Mac Selling Guide and the Seller's Master Agreement and Mortgage Loan Purchase Agreement with Freddie Mac. In addition, with respect to each Mortgage Loan sold to Buyer that is subsequently sold to Fannie Mae, the Seller hereby makes the representations and warranties (collectively, the "Fannie Mae Representations and Warranties") set forth in the Fannie Mae Selling and Servicing Guides, the Mortgage Selling and Servicing Contract between the Seller and Fannie Mae, and Master Agreement No. MDO2278 by and among Fannie Mae and the Seller, as amended from time to time, and all subsequent master agreements entered into by and among Fannie Mae and the Seller (collectively, the "Fannie Mae Incorporated Documents") as though the Fannie Mae Representations and Warranties were fully set forth herein. The Fannie Mae Incorporated Documents are incorporated herein by reference as though fully set forth herein, and the Fannie Mae Representations and Warranties shall survive the delivery of any Mortgage Loan to Fannie Mae. Further, with respect to each Non-Conforming Loan, the Seller hereby makes the representations 35

and warranties set forth in the related mortgage loan purchase agreement, seller/servicer guide or other similar agreement with the applicable Approved Investor. (u) No Intent to Hinder Creditors. The transfers of Transferred Mortgage Assets by the Seller to the Buyer pursuant to this Agreement, and all other transactions between the Seller and the Buyer, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of the Seller. (v) No Adverse Selection. No selection procedure was utilized by the Seller in selecting the Transferred Mortgage Assets to be transferred to the Buyer hereunder which the Seller reasonably believes to be adverse to the interests of the Buyer. (w) Trade Names. Except as set forth on Schedule I hereto, the Seller is neither known by nor uses any trade name or doing-business-as name. ARTICLE V COVENANTS Section 5.01. The Seller shall at all times comply with the covenants contained in this Article V, from the date hereof until the later of the Facility Termination Date and the date all of the Obligations are paid in full. Section 5.02. Financial Statements and Reports. The Seller shall furnish to the Buyer the following, all in form and detail reasonably satisfactory to the Buyer: (a) promptly after becoming available, and in any event within 120 days after the close of each fiscal year of the Seller and Pulte, the audited consolidated balance sheet of Seller and Pulte as of the end of such fiscal year, and the related statements of income, stockholder's equity and cash flows of the Seller and Pulte for such year accompanied by (i) the related report of independent certified public accountants which report shall be to the effect that such statements have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for such changes in such principles with which the independent public accountants shall have concurred and (ii) if issued, the auditor's letter or report to management customarily given in connection with such audit; (b) promptly after becoming available, and in any event within 60 days after the end of each fiscal quarter, excluding the fourth fiscal quarter of each fiscal year of the Seller and Pulte, the unaudited consolidated balance sheet for Pulte as of the end of such fiscal quarter and the related statements of income, stockholders' equity and cash flows of each of Pulte for such fiscal quarter and the period from the first day of the then current fiscal year of the Seller and Pulte through the end of such fiscal quarter, and, in the case of those financial statements of the Seller, certified by a Financial Officer of Seller, to have been prepared in accordance with GAAP applied on a basis consistent with prior periods, subject to normal year-end adjustments; 36

(c) promptly and in any event within twenty (20) days after the request of the Buyer at any time and from time to time, a certificate, executed by the president or chief financial officer of the Seller, setting forth all of the Seller's warehouse borrowings and a description of the collateral related thereto; provided that, as long as not Event of Default has occurred and is continuing, such request may be made no more frequently than annually; (d) no later than 11:00 a.m. (eastern time) on the fifteenth day of each month and within twenty (20) days after request by the Buyer, a report executed by a Financial Officer of the Seller, in form reasonably satisfactory to the Buyer ("Seller Report") which shall provide as of the last day of the previous month (or of the date of such request) (i) an aging of mortgage loans owned by the Buyer, and (ii) such other information as the Buyer may reasonably request; (e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any "reportable event" defined in Article IV of ERISA that the Seller files under ERISA with the Internal Revenue Service, the PBGC or the U.S. Department of Labor receives from the PBGC; (f) immediately after becoming aware of the expiration, forfeiture, termination, or cancellation of, or default under, any Take-Out Commitment, telephone notice thereof confirmed in writing within one Business Day, together with a statement as to what action the Buyer proposes to take with respect thereto; provided that no such notice need be given if such Take-Out Commitment, is replaced by another Take-Out Commitment; (g) with respect to Take-Out Commitments, by noon (eastern time) on the first Business Day of each week, a Hedge Report; (h) at least ten Business Days prior to any change in a Seller's name, a notice setting forth the new name and the effective date thereof; and (i) such other information concerning the business, properties or financial condition of the Seller as the Buyer may reasonably request. Section 5.03. Taxes and Other Liens. The Seller shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) that, if unpaid, might become a Lien upon any or all of its Property; provided, however, the Seller shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by it or on its behalf and if it shall have set up reserves therefor adequate under GAAP. Section 5.04. Maintenance. The Seller shall (i) maintain its corporate existence, rights and franchises and (ii) observe and comply in all material respects with all Governmental Requirements. 37

Section 5.05. Further Assurances. (a) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary or reasonably desirable, or that the Buyer or its assignee may reasonably request, to perfect, protect or more fully evidence the sale of Mortgage Assets under this Agreement, or to enable the Buyer or its assignee to exercise and enforce its respective rights and remedies under this Agreement. Without limiting the foregoing, the Seller will, upon the reasonable request of the Buyer or its assignee, (i) execute and file such financing or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable to perfect, protect or evidence such Transferred Mortgage Assets; and (ii) deliver to the Buyer and/or the Collateral Agent copies of all Mortgage Loan Collateral relating to the Transferred Mortgage Assets and all records relating thereto, whether in hard copy or in magnetic tape or diskette format. (b) The Seller authorizes the Buyer or its assignee to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Transferred Mortgage Assets, the related Mortgage Loan Collateral and the Collections with respect thereto without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. Section 5.06. Insurance. (a) The Seller shall maintain with financially sound and reputable insurers, insurance with respect to its Properties and business against such liabilities, casualties, risks and contingencies and in such types and amounts as is customary in the case of Persons engaged in the same or similar businesses and similarly situated, including, without limitation, a fidelity bond or bonds in form and with coverage and with a company reasonably satisfactory to the Buyer and with respect to such individuals or groups of individuals as the Buyer may reasonably designate. (b) The Seller for so long as it is the Servicer of the Transferred Mortgage Assets shall use its best efforts to cause (i) all improvements on the land covered by each Mortgage related to any Transferred Mortgage Assets to be insured by responsible insurance companies against fire and extended coverage hazards under policies, binders, letters, or certificates of insurance, with a standard mortgagee clause in favor of the original mortgagee and its successors and, and (ii) each such policy to be in an amount equal to the lesser of the maximum insurable value of the improvements or the original principal amount of the Mortgage, without reduction by reason of any co-insurance, reduced rate contribution, or similar clause of the policies or binders. (c) In the event that the Seller shall obtain and maintain a blanket policy issued by an issuer that has a Best rating acceptable to Fannie Mae insuring against hazard losses on all of the Mortgage Loans, then, to the extent such policy provides coverage in an amount equal to the amount required pursuant to Section 5.05(b) and otherwise complies with all other requirements of Section 5.05(b), it shall conclusively be deemed to have satisfied its obligations as set forth in Section 5.05(b), it being understood and agreed that such policy may contain a deductible clause, 38

in which case the Seller shall, in the event that there shall not have been maintained on the related mortgaged property a policy complying with Section 5.05(b), and there shall have been a loss which would have been covered by such policy, deposit in the Collection Account the amount not otherwise payable under the blanket policy because of such deductible clause. In connection with its activities as servicer of the Mortgage Loans, the Seller agrees to prepare and present, on behalf of the Buyer, claims under any such blanket policy in a timely fashion in accordance with the terms of such policy. Upon request of the Buyer or its assigns, the Seller shall cause to be delivered to the Buyer or its assigns a certified true copy of such policy and shall use its best efforts to obtain a statement from the insurer thereunder that such policy shall in no event be terminated or materially modified without thirty days' prior written notice to the Buyer or its assigns. Section 5.07. Accounts and Records. The Seller shall keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities, in accordance with GAAP. The Seller shall maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate all records pertaining to the performance of the Seller's obligations under the Take-Out Commitments and other agreements made with reference to any Mortgage Loans in the event of the destruction of the originals of such records). The Seller will keep and maintain all servicing records, pursuant to all Governmental Requirements and as required by all Approved Investors. Section 5.08. Right of Inspection. The Seller shall permit any officer, employee or agent of the Buyer or its assignee to visit and inspect any of its Properties, examine its books of record and accounts, and discuss its affairs, finances and accounts with its officers, accountants and auditors, all at such times during reasonable business hours and as often as the Buyer or its assignee may desire upon prior notice, provided, however, that (i) except during the continuation of an Event of Default, such inspections and examinations may be performed only once annually, and (ii) such inspections and examinations shall be conducted in a manner that does not interfere with the normal operations of the Seller. Section 5.09. Notice of Certain Events. The Seller shall promptly notify the Buyer upon (i) any dispute between the Seller and any Governmental Authority or any other Person that, if adversely determined, would have a Material Adverse Effect; (ii) any material adverse change in the business, operations or financial condition of the Seller, including, without limitation, the Seller's insolvency; (iii) any event or condition known to it that, if adversely determined, would have a Material Adverse Effect; (iv) the receipt of any notice from, or the taking of any other action by any Approved Investor indicating an intent not to honor, or claiming a default under a Take-Out Commitment, together with a detailed statement by a responsible officer of the Seller specifying the notice given or other action taken by such Approved Investor and the nature of the claimed default and what action the Seller is taking or proposes to take with respect thereto, (v) the receipt of any notice from, and or the taking of any action by any Governmental Authority indicating an intent to 39

cancel the Seller's right to be either a seller or servicer of such Governmental Authority's insured or guaranteed Mortgage Loans and (vi) the receipt of any notice of any final judgment or order for payment of money applicable to the Seller in excess of $1,000,000. Section 5.10. Performance of Certain Obligations. The Seller shall perform and observe in all material respects each of the provisions of each Mortgage Loan transferred hereunder and the related Take-Out Commitment on its part to be performed or observed and will cause all things to be done that are necessary to have each item of the Transferred Mortgage Assets comply with the requirements of the related Take-Out Commitment. Section 5.11. Notice of Default. The Seller shall furnish to the Buyer immediately upon becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and the action that the Seller is taking or proposes to take with respect thereto. Section 5.12. Compliance with Laws and Material Agreements. The Seller shall comply with (a) all applicable laws, rules, regulations and orders, and (b) material agreements, indentures, mortgages and corporate documents, except to the extent that the failure so to comply would not be reasonably expected to have a Material Adverse Effect. Section 5.13. Deposits of Proceeds. The Seller shall not deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account, cash or cash proceeds other than payments in respect of Take-Out Commitments and other Collections of Transferred Mortgage Assets. Section 5.14. Closing Instructions. The Seller agrees to indemnify and hold the Buyer and its assignee harmless from and against any loss, including attorneys' fees and costs, attributable to the failure of a title insurance company, agent or approved attorney to comply with the disbursement or instruction letter or letters of the Seller relating to any Mortgage Loan included in the Transferred Mortgage Assets. Section 5.15. Special Affirmative Covenants Concerning Transferred Mortgage Assets. (a) The Seller shall service or cause to be serviced pursuant to the Restated Loan Agreement all Mortgage Loans sold by it and included in the Transferred Mortgage Assets in accordance with the standard requirements of the issuers of Take-Out Commitments covering the same and all applicable Fannie Mae or Freddie Mac requirements, including without limitation taking all actions necessary to enforce the obligations of the Obligors under such Mortgage Loans. The Seller shall hold all escrow funds collected in respect of Mortgage Loans, without commingling the same with any other non-escrow funds, and apply the same for the purposes for which such funds were collected. 40

(b) The Seller shall, no less than on an annual basis, review financial statements, compliance with financial parameters, Fannie Mae/Freddie Mac approvals (if applicable) and state licenses of all Persons from whom the Seller acquires Mortgage Loans. Section 5.16. Limitations on Mergers and Dissolutions. The Seller shall not (i) merge or consolidate with or into any corporation, unless the Seller is the surviving entity of any such merger or consolidation nor (ii) liquidate or dissolve. Section 5.17. Fiscal Year. The Seller shall not change its fiscal year other than to conform with changes that may be made to the Pulte fiscal year and then only after notice to the Buyer and after whatever reasonable amendments are made to this Agreement as may be required by the Buyer in order that the reporting criteria for the financial covenants contained in this Article V remain substantially unchanged. Section 5.18. Actions with Respect to Transferred Mortgage Assets. The Seller shall not: (a) Compromise, extend, release, or adjust payments on any Transferred Mortgage Loan, accept a conveyance of mortgaged Property in full or partial satisfaction of any Mortgage debt or release any Mortgage securing or underlying any Transferred Mortgage Loan except as permitted by the related Approved Investor or as contemplated in the servicing guidelines distributed thereby; or (b) Agree to the amendment or termination of any Take-Out Commitment in which the Buyer has an interest or to substitution of a Take-Out Commitment for a Take-Out Commitment in which the Buyer has an interest hereunder. Section 5.19. Net Worth. The Seller's Net Worth shall never be less than $10,000,000. Section 5.20. Employee Benefit Plans. The Seller shall not permit any of the events or circumstances described in Section 4.01(r) to exist or occur. Section 5.21. Change of Principal Office. The Seller shall not move its principal office, executive office or principal place of business from the address set forth in Section 4.01(p) without 30-days' prior written notice to the Buyer. 41

Section 5.22. Maximum Leverage. The Seller shall not permit its Adjusted Liabilities to exceed 15 times its Adjusted Net Worth. Section 5.23. Delivery of Special Mortgage Loans. The Seller shall deliver to the Collateral Agent, within nine (9) Business Days after the date of transfer hereunder of any Special Mortgage Loan from the Seller, the Principal Mortgage Documents relating to such Special Mortgage Loan; provided that at any time, except the first five and last five Business Days of any month, the portion of total Collateral Value that may be attributable to Special Mortgage Loans with respect to which the related Principal Mortgage Documents have not been delivered to the Collateral Agent within nine (9) Business Days after the date the Assignment was delivered to the Collateral Agent, shall not exceed thirty percent (30%) of the Maximum Facility Amount (as defined in the Restated Loan Agreement) at such time and during the first five and last five Business Days of any month, the portion of total Collateral Value that may be attributable to Special Mortgage Loans with respect to which the related Principal Mortgage Documents have not been delivered to the Collateral Agent within nine (9) Business Days after the date the Assignment was delivered to the Collateral Agent shall not exceed fifty percent (50%) of the Maximum Facility Amount (as defined in the Restated Loan Agreement) at such time. Section 5.24. Change in Business. The Seller will not make any change in the character of its business that would adversely affect the collectability of the Transferred Mortgage Assets or the ability of the Seller to perform its obligations under this Agreement. Section 5.25. Separate Conduct of Business. The Seller will: (i) maintain separate corporate records and books of account from those of the Buyer; (ii) conduct its business from an office separate from that of the Buyer; (iii) ensure that all oral and written communications, including, without limitation, letters, invoices, purchase orders, contracts, statements and applications, will be made solely in its own name; (iv) have stationery and other business forms separate from those of the Buyer; (v) not hold itself out as having agreed to pay, or as being liable for, the obligations of the Buyer; (vi) not engage in any transaction with the Buyer except as contemplated by this Agreement or as permitted by the Restated Loan Agreement; (vii) continuously maintain as official records the resolutions, agreements and other instruments underlying the transactions contemplated by this Agreement; and (viii) disclose on its annual financial statements (A) the effects of the transactions contemplated by this Agreement in accordance with GAAP and (B) that the assets of the Buyer are not available to pay the creditors of the Seller. Section 5.26. Sales, Liens, Etc. Except for the sales of Transferred Mortgage Assets contemplated herein, the Seller will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Transferred Mortgage Asset or Mortgage 42

Loan Collateral, or Collections related thereto, or upon or with respect to any account to which any Collections of any Transferred Mortgage Assets are sent, or assign any right to receive income in respect thereof. Section 5.27. Operations and Properties. The Seller shall act prudently and in accordance with customary industry standards in managing and operating its Property and shall continue to underwrite, hedge and sell Mortgage Loans in the same diligent manner it has applied in the past and take no greater credit or market risks than are currently being borne by it. Section 5.28. Performance Guarantor Credit Rating. If at any time any of the senior debt of the Performance Guarantor, which is publicly held, shall fail to bear a rating of at least BBB- by S&P, Ba1 by Moody's or BBB-by Fitch, the Seller shall give the Buyer or its assigns written notice of such change in rating, within two Business Days of the date on which such change is announced by either of these rating agencies. Section 5.29. Take-Out Commitments. The Seller shall use its best efforts to obtain, and maintain in full force and effect, Take-Out Commitments reflecting total Approved Investor obligations, as of each determination, equal to the total of the original principal balances of the Seller's entire portfolio of Mortgage Loans. Each of such Take-Out Commitments shall reflect only those terms and conditions as are permitted hereunder or are acceptable to the Administrative Agent. The Seller shall use its best efforts to obtain, and maintain in full force and effect, forward purchase commitments (which may include options to sell Mortgage Loans to Approved Investors, so long as the Approved Investor is bound thereby) issued by Approved Investors and obligating such Approved Investors to purchase a portion of the Seller's subsequently acquired Mortgage Loans. Section 5.30. Environmental Compliance. The Seller shall use and operate all of its facilities and properties in compliance with all environmental laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all hazardous materials in compliance with all applicable environmental laws, except where failure to so comply would not reasonably be expected to have a Material Adverse Effect. ARTICLE VI COVENANTS Section 6.01. Servicing. So long as the Restated Loan Agreement remains in effect, the servicing, administration and collection of the Transferred Mortgage Assets will be conducted by the Person designated as the Servicer pursuant to the Restated Loan Agreement and in the manner provided in the Restated Loan Agreement. If the Restated Loan Agreement is terminated, the parties hereto 43

agree to enter into a servicing arrangement on terms substantially similar to those contained in the Restated Loan Agreement. The parties acknowledge that the Seller has been designated as the initial Servicer pursuant to the terms and provisions of the Restated Loan Agreement. Section 6.02. Correction of Mortgage Notes. The Buyer may from time to time request, in writing, that the Collateral Agent deliver a Mortgage Note that constitutes Transferred Mortgage Assets so that such Mortgage Note may be replaced by a corrected Mortgage Note. Upon receipt by the Collateral Agent of such a request, and so long as no Default or Event of Default shall be in existence, the Collateral Agent is permitted to deliver to the Buyer or the Servicer the Mortgage Note to be corrected, such delivery to be conditioned upon the receipt by the Collateral Agent of a corrected Mortgage Note acceptable to it within 14 calendar days after such delivery; provided, that at no time shall the Collateral Value of Mortgage Notes which have been so delivered and have not been replaced with corrected Mortgage Notes hereunder exceed $5,000,000. If the corrected Mortgage Note is not received within such time, then, beginning on the first Business Day following such fourteenth calendar day, the Collateral Agent shall assign such Mortgage Loan a Collateral Value of zero. ARTICLE VII EVENTS OF DEFAULT Section 7.01. Events of Default. (a) Section 11 is amended by deleting such Section in its entirety and substituting the following therefor: (i) the Seller fails to make (A) any payment required under Section 2.03 or 2.04 by the day that such payment is due, or (B) payment of any cost, expense, indemnity payment or other amount due hereunder, and such failure continues for five Business Days after written notice thereof; or, while the Seller is acting as the Servicer, the Servicer fails to make any payment or deposit to be made by it under this Agreement or the Master Repurchase Agreement by the third Business Day after the date such payment is due; or (ii) the Seller or, while the Seller is acting as the Servicer, the Servicer fails to keep or perform any covenant or agreement contained in this Agreement or the Master Repurchase Agreement (other than as referred to in clause (i) above) and such failure continues unremedied beyond the expiration of any applicable grace or notice period which may be expressly provided for in such covenant or agreement, or, if no such period is specified, within thirty (30) days after written notice thereof; or (iii) [Intentionally Deleted] (iv) any statement, warranty or representation by or on behalf of the Seller contained in this Agreement or the Master Repurchase Agreement or any Purchase Request, officer's certificate or other writing furnished in connection with this 44

Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made, provided that a breach of a representation or covenant that affects an individual Mortgage Loan shall not constitute an Event of Default; or (v) (i) the Seller, the Servicer (so long as the Servicer and the Seller are the same entity) or the Performance Guarantor fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance of over $1,000,000.00 ($10,000,000 with respect to the Performance Guarantor); or (ii) any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or (iii) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) any of the foregoing occurs with respect to any one or more items of Indebtedness of the Seller, the Servicer (so long as the Servicer and the Seller are the same entity) or the Performance Guarantor with unpaid principal balances exceeding, in the aggregate, $1,000,000.00 ($10,000,000 with respect to the Performance Guarantor); or (vi) any Purchase of Mortgage Assets hereunder and the Mortgage Loan Collateral and the Collections with respect thereto shall for any reason cease to constitute valid and perfected ownership of such Mortgage Assets, Mortgage Loan Collateral and Collections free and clear of any Adverse Claim and the Seller fails to repurchase such Mortgage Assets pursuant to Section 2.04; or (vii) the Seller shall generally not pay its debts as they become due, or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or (viii) the Seller shall (A) apply for or consent to the appointment of a receiver, trustee, Collateral Agent, intervenor or liquidator of it or of all or a substantial part of its assets, (B) file a voluntary petition in bankruptcy, (C) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (D) file an answer admitting the material allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (E) take corporate action for the purpose of effecting any of the foregoing; or (ix) an involuntary petition or complaint shall be filed against the Seller seeking bankruptcy or reorganization of the Seller or the appointment of a receiver, custodian, trustee, intervenor or liquidator of the Seller, or all or substantially all of the assets of the Seller, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or, decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of the Seller or appointing a receiver, 45

custodian, trustee, intervenor or liquidator of the Seller, or of all or substantially all of assets of the Seller; or (x) an Event of Default shall have occurred under the Restated Loan Agreement; (each of the foregoing, an "Event of Default") then, and in any such event, the Buyer may, by notice to the Seller, take either or both of the following actions: (A) declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred) and (B) subject to the provisions of the Restated Loan Agreement, designate another Person to succeed the Seller as Servicer (without payment of any servicer termination fees); provided, that, automatically upon the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraph (vii), (viii) or (ix) of this Paragraph 11(a), the Facility Termination Date shall occur. Upon any such declaration or designation or upon such automatic termination, the Buyer shall have, in addition to the rights and remedies under this Agreement, all other rights and remedies with respect to the Transferred Mortgage Assets provided after default under the UCC and under other applicable law, which rights and remedies shall be cumulative. (b) The parties hereto recognize that the Seller's obligations to Buyer under this Agreement and the Master Repurchase Agreement are special, unique and of extraordinary character. If an Event of Default occurs hereunder, the Seller agrees that Buyer may enforce this Agreement and the Master Repurchase Agreement by a proceeding for specific performance or other equitable remedy including, without limitation, a proceeding in which replevin or injunction is sought by Buyer. The Seller hereby waives to the fullest extent permitted by law any and all rights it may have by statute, constitution or otherwise, to (i) assert the defense of adequacy of a remedy at law that might be asserted as a bar to such proceeding, and (ii) the fixing, imposition or posting of a bond or other security by Buyer as a condition to obtaining any equitable relief sought by Buyer, which relief the Seller further agrees may be obtained ex parte without prior notice to the Seller provided a hearing is substantially provided Seller within a reasonable time after any ex parte relief may be granted Buyer. Seller further agrees that the rights and remedies hereunder are cumulative, and are not exclusive of any rights, powers, privileges, or remedies, now or thereafter existing, at law, or in equity or otherwise. Section 7.02. Remedies. (a) If an Event of Default occurs with respect to the Seller, the following rights and remedies are available to the Buyer: (i) At the option of the Buyer, exercised by written notice to the Seller (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency), the Repurchase Date for each Transaction hereunder shall be deemed immediately to occur. (ii) If the Buyer exercised or is deemed to have exercised the option referred to in subsection (a)(i) of this Section: 46

(A) the Seller's obligations hereunder to repurchase all Purchased Mortgage Assets in such Transactions shall thereupon become immediately due and payable, and (B) to the extent permitted by applicable law, the Repurchase Price with respect to each such Transaction shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the date of the exercise or deemed exercise of such option to but excluding the date of payment of the Repurchase Price as so increased, (x) the greater of the Prime Rate or the Pricing Rate for each such Transaction to (y) the Repurchase Price for such Transaction as of the Repurchase Date as determined pursuant to subsection (a)(i) of this Section (decreased as of any day by (I) any proceeds from the sale of Purchased Mortgage Assets applied to the Repurchase Price pursuant to subsection (a)(iii) of this Section, and (II) any amounts applied to the Repurchase Price pursuant to subsection (a)(iii) of this Section). (iii) The Buyer may (A) immediately sell, without notice or demand of any kind, at a public or private sale and at such price or prices as the Buyer may reasonably deem satisfactory any or all Mortgage Assets subject to a Transaction hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchase Assets, to give the Seller credit for such Purchase Assets in an amount equal to the Collateral Value of the Purchased Mortgage Assets against the aggregate unpaid Repurchase Price and any other amounts owing by the Seller hereunder. The proceeds of any disposition of Purchased Mortgage Assets shall be applied first to the costs and expenses incurred by the Buyer in connection with the defaulting Seller's default; second to Buyer's costs (including fees and expenses of counsel to Buyer) of cover and/or related hedging or similar transactions (including any transaction described in paragraph 8 of the Master Repurchase Agreement); third to the Repurchase Price; and fourth to any other outstanding obligation of the Seller to the Buyer or its affiliates. (iv) The parties recognize that it may not be possible to purchase or sell all of the Purchased Mortgage Assets on a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the market for such Purchased Mortgage Assets may not be liquid. In view of the nature of the Purchased Mortgage Assets, the parties agree that liquidation of a Transaction or the underlying Purchased Mortgage Assets does not require a public purchase or sale and that a good faith private purchase or sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Mortgage Assets and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Mortgage Assets on the occurrence of an Event of Default or to liquidate all Purchased Mortgage Assets in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Buyer. However, in recognition 47

of the parties' agreement that the Transactions hereunder have been entered into in consideration of and in reliance upon the fact that all Transactions hereunder constitute a single business and contractual relationship and that each Transaction has been entered into in consideration of the other Transactions, the parties further agree that Buyer shall use its best efforts to liquidate all Transactions hereunder upon the occurrence of an Event of Default as quickly as is prudently possible in the good faith judgment of Buyer. (v) Buyer shall, without regard to the adequacy of the security for the Seller's obligations under this Agreement and the Master Repurchase Agreement, be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession of and protect, collect, manage, liquidate, and sell the Purchased Mortgage Assets or any portion thereof, and collect the payments due with respect to the Purchase Assets or any portion thereof. The Seller shall pay all costs and expenses incurred by Buyer in connection with the appointment and activities of such receiver. (vi) Buyer shall have all the rights and remedies provided herein, provided by applicable federal, state, foreign, and local laws (including, without limitation, the rights and remedies of a security party under the Uniform Commercial Code of the State of New York, to the extent that the Uniform Commercial Code is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Buyer and the Seller. (vii) Buyer may exercise one or more of the remedies available to Buyer immediately upon the occurrence of an Event of Default and, except to the extent provided in subsections (a)(i) and (iii) of this Section, at any time thereafter without notice to the Seller. All rights and remedies arising under this Agreement and the Master Repurchase Agreement as amended from time to time hereunder are cumulative and not exclusive of any other rights or remedies which Buyer may have. (viii) In addition to its rights hereunder, Buyer shall have the right to proceed against any assets of Seller which may be in the possession of Buyer or its designee (including the Custodian), including the right to liquidate such assets and to set off the proceeds against monies owed by the Seller to Buyer pursuant to this Agreement and the Master Repurchase Agreement. Buyer may set off cash, the proceeds of the liquidation of the Purchased Mortgage Assets or proceeds thereof, and all other sums or obligations owed by the Seller to Buyer against all of Seller's obligations to Buyer, whether under this Agreement and the Master Repurchase Agreement, under a Transaction, or under any other agreement between the parties, or otherwise, whether or not such obligations are then due, without prejudice to Buyer's rights to recover any deficiency. Any cash, proceeds, or property in excess of any amounts due, or which Buyer reasonably believes may become due, to it from the Seller shall be returned to the Seller after satisfaction of all obligations of Seller to Buyer. 48

(ix) Buyer may enforce its rights and remedies hereunder without prior judicial process or hearing, and the Seller hereby expressly waives any defense the Seller might otherwise have to require Buyer to enforce its rights by judicial process. The Seller also waives any defense the Seller might otherwise have arising from the use of nonjudicial process, enforcement and sale of all or any portion of the Repurchase Items, or from any other election of remedies. The Seller recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm's length. (x) Notwithstanding anything to the contrary herein, the Buyer shall have no right to proceed against any assets of the Seller other than the Purchased Mortgage Assets in the event of a default in the Seller's obligation to repurchase any Purchased Mortgage Assets pursuant to Section 3(b) or 3(c) of the Master Repurchase Agreement, as modified by this Agreement. Such obligation of the Seller to repurchase Purchased Mortgage Assets pursuant to Section 3(b) and 3(c) of the Master Repurchase Agreement, as modified by this Agreement, shall be recourse solely to the Purchased Mortgage Assets, in the aggregate, and the Seller shall have no obligation in respect of any deficiencies. By contrast, the Seller's obligation to repurchase Purchased Mortgage Assets pursuant to Section 2.5 hereunder shall be recourse to the assets of the Seller. ARTICLE VIII INDEMNIFICATION Section 8.01. Indemnities by the Seller. Without limiting any other rights which the Buyer may have hereunder or under applicable law, the Seller hereby agrees to indemnify the Buyer and its assigns and transferees (each, an "Indemnified Party") from and against any and all damages, claims, losses, liabilities and related costs and expenses, including attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts"), awarded against or incurred by any Indemnified Party arising out of or as a result of this Agreement or the purchase of any Transferred Mortgage Assets or in respect of any Transferred Mortgage Asset or any related Mortgage Loan Collateral, including, without limitation, arising out of or as a result of: (a) the inclusion, or purported inclusion, in any Purchase of any Mortgage Asset that is not an Eligible Mortgage Asset on the date of such Purchase, or the characterization in any statement made by the Seller of any Transferred Mortgage Asset as an Eligible Mortgage Asset which is not an Eligible Mortgage Asset as of the date of such statement; (b) any representation or warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement, which shall have been incorrect when made; (c) the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Transferred Mortgage Asset or the related Mortgage Loan Collateral, or the failure 49

of any Transferred Mortgage Asset or the related Mortgage Loan Collateral to conform to any such applicable law, rule or regulation; (d) the failure to vest in the Buyer absolute ownership of the Mortgage Assets that are, or that purport to be, the subject of a Purchase under this Agreement and the Mortgage Loan Collateral and Collections in respect thereof, free and clear of any Adverse Claim; (e) the failure of the Seller to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Mortgage Assets that are, or that purport to be, the subject of a Purchase under this Agreement and the Mortgage Loan Collateral and Collections in respect thereof, whether at the time of any Purchase or at any subsequent time; (f) any claim by any Obligor arising out of the Seller's activities in connection with originating or purchasing any Transferred Mortgage Asset or any offset by any Obligor against the Seller arising out of acts by the Seller; (g) any failure of the Seller, as Seller or Servicer, to perform its duties or obligations in accordance with the provisions hereof or to perform its duties or obligations under any Mortgage Loan Collateral related to a Transferred Mortgage Asset; (h) the commingling of Collections of Transferred Mortgage Assets by the Seller or a designee of the Seller, as Servicer or otherwise, at any time with other funds of the Seller or an Affiliate of the Seller; (i) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of Purchases or the ownership of Transferred Mortgage Assets or the Mortgage Loan Collateral or Collections with respect thereto or in respect of any Transferred Mortgage Asset or related Mortgage Loan Collateral; (j) any failure of the Seller to comply with its covenants contained in Section 5.01; or (k) any claim brought by any Person other than an Indemnified Party arising from any activity by the Seller or any Affiliate of the Seller in servicing, administering or collecting any Transferred Mortgage Asset. It is expressly agreed and understood by the parties hereto (i) that the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectibility or payment of the Transferred Mortgage Assets and (ii) that nothing in this Section 8.01 shall require Seller to indemnify any Person (A) for Mortgage Assets which are not collected, not paid or uncollectible on account of the insolvency, bankruptcy, or financial inability to pay of the applicable Obligor, (B) for damages, losses, claims or liabilities or related costs or expenses resulting from such Person's gross negligence or willful misconduct, or (C) for any income taxes or franchise taxes incurred by such Person arising out of or as a result of this Agreement or in respect of any Transferred Mortgage Asset or any related Mortgage Loan Collateral. 50

ARTICLE IX MISCELLANEOUS Section 9.01. Amendments, Etc. No amendment or waiver of any provision of this Agreement or consent to any departure by the Seller therefrom shall be effective unless in a writing signed by the Buyer, and by any assignee of the Buyer if the amendment or waiver in any way affects any right, remedy or obligation of the Buyer to such assignee, and, in the case of any amendment, also signed by the Seller, and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of the Buyer or any assignee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. Section 9.02. Notices, Etc.. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and be faxed or delivered, to each party hereto, at its address set forth under its name on the signature pages hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by regular mail), and notices and communications sent by other means shall be effective when received. Section 9.03. Binding Effect; Assignability. (a) This Agreement shall be binding upon and inure to the benefit of the Seller, the Buyer and their respective successors and assigns; provided, however, that the Seller may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Buyer, or as provided in the next sentence. In connection with any sale or assignment by the Buyer of all or a portion of the Transferred Mortgage Assets, the buyer or assignee (including Fannie Mae, Freddie Mac or any other Approved Investor or other purchaser to whom rights under this Agreement may be assigned but only with respect to an assignment made following and during the continuance of an Event of Default), as the case may be, shall, to the extent specifically provided in connection with its purchase or assignment, under a master agreement or otherwise (in the case of Mortgage Loans delivered to Fannie Mae), have all rights and remedies of the Buyer under this Agreement (as if such buyer or assignee, as the case may be, were the Buyer hereunder) and without limitation of the foregoing, all representations and warranties (including Fannie Mae Representations and Warranties in the case of Mortgage Loans delivered to Fannie Mae) made by the Seller to Buyer shall be directly enforceable by such buyer or assignee, except to the extent specifically provided in the agreement between the Buyer and such buyer or assignee, as the case may be. (b) This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such 51

time, after the Facility Termination Date, when all of the Obligations are paid in full; provided, however, that rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Article IV and the provisions of Article VIII and Sections 9.04 and 9.05 shall be continuing and shall survive any termination of this Agreement. Section 9.04. Costs, Expenses and Taxes, Expenses and Taxes. (a) In addition to the rights of indemnification granted to the Buyer pursuant to Article VIII hereof, the Seller agrees to pay on demand all out-of-pocket costs and expenses in connection with the preparation, execution and delivery of this Agreement and the other documents and agreements to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Buyer with respect thereto and with respect to advising the Buyer as to its rights and remedies under this Agreement, and the Seller agrees to pay all reasonable costs and expenses, if any (including counsel fees and expenses), in connection with the enforcement of this Agreement and the other documents to be delivered hereunder excluding, however, any costs of enforcement or collection of Transferred Mortgage Assets which are not paid on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor. (b) In addition, the Seller agrees to pay any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and the Seller agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Section 9.05. No Proceedings. The Seller hereby agrees that it will not institute against the Buyer any proceeding of the type referred to in Section 7.01(a)(viii) or (ix) so long as there shall not have elapsed one year plus one day since the later of (i) the Facility Termination Date and (ii) the date on which all of the Obligations are paid in full. Section 9.06. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). Section 9.07. Third Party Beneficiary. Each of the parties hereto hereby acknowledges that the Buyer may assign or grant a security interest in all or any portion of its rights under this Agreement and that such assignees may (except as otherwise agreed to by such assignees) further assign or grant a security interest in their rights under this Agreement, and the Seller hereby consents to any such assignments or grants of security interests. All such assignees, including parties to the Restated Loan Agreement in the case of assignment or the grant of a security interest to such parties, shall be 52

third party beneficiaries of, and shall be entitled to enforce the Buyer's rights and remedies under, this Agreement to the same extent as if they were parties thereto, except to the extent specifically limited under the terms of their assignment. Notwithstanding any provision to the contrary contained in this Agreement, with respect to each Mortgage Loan sold to Buyer that is subsequently sold to Fannie Mae, in addition to the other rights and remedies granted herein, Fannie Mae shall have, and may exercise any and all rights and remedies that are available to Fannie Mae under the Fannie Mae Incorporated Documents as a result of a breach of any of the Fannie Mae Representations and Warranties. Fannie Mae's definition or determination of what event constitutes a breach shall be determinable by Fannie Mae under the terms of the Fannie Mae Incorporated Documents. All rights and remedies granted herein are cumulative and non-exclusive, and the exercise of any one shall not preclude the exercise of others. Section 9.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Section 9.09. Repurchase Transactions. Buyer may in its sole discretion engage in repurchase transactions with the Purchased Mortgage Assets or otherwise pledge or hypothecate the Purchased Mortgage Assets with a counterparty of Buyer's choice; provided, however, that no such transaction by Buyer shall relieve Buyer of its obligations to Seller in connection with the repurchase by Seller of any Purchased Mortgage Assets in accordance with the terms of this Agreement and that, upon demand by Seller, Buyer shall redeliver to Seller such repurchased Purchased Mortgage Assets as are specifically identified by Seller free and clear of any liens or encumbrances created, or permitted or suffered to be created, by Buyer. 53

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
SELLER AND SERVICER: PULTE MORTGAGE CORPORATION By: /s/ David M. Bruining --------------------Name: David M. Bruining Title: Senior Vice President/Chief Financial Officer 7475 South Englewood, Telephone: Facsimile: BUYER: Joliet Street Colorado 80112 (303) 740-3386 (303) 741-2946

PULTE FUNDING, INC. By: /s/ John D'Agostino ------------------Name: John D'Agostino Title: Vice President 7475 South Englewood, Telephone: Facsimile: Joliet Street Colorado 80112 (303) 740-3386 (303) 741-2946

54

EXHIBIT A FORM OF DEFERRED PURCHASE PRICE NOTE ________, 20__ FOR VALUE RECEIVED, PULTE FUNDING, INC., a Michigan corporation (the "Buyer"), hereby promises to pay to PULTE MORTGAGE CORPORATION, a Delaware corporation (the "Seller") the principal amount of this Note, determined as described below, together with interest thereon at a rate per annum equal at all times to the Pricing Rate for periods of one month, in each case in lawful money of the United States of America. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Master Repurchase Agreement dated as of December 22, 2000 among the Seller and the Buyer (such agreement, as it may from time to time be amended, restated or otherwise modified in accordance with its terms, the "Master Repurchase Agreement"), as modified by the Amended and Restated Addendum to Master Repurchase Agreement thereto, dated as of August 23, 2002 (the "Addendum Agreement" and, together with the Master Repurchase Agreement the "Repurchase Agreement"). This Note is the note referred to in the definition of "Deferred Purchase Price" in the Repurchase Agreement. The aggregate principal amount of this Note at any time shall be equal to the difference between (a) the sum of the aggregate principal amount of this Note on the date of the issuance hereof and each addition to the principal amount of this Note pursuant to the terms of Paragraph 3 of the Master Repurchase Agreement minus (b) the aggregate amount of all payments made in respect of the principal amount of this Note, in each case, as recorded on the schedule annexed to and constituting a part of this Note, but failure to so record shall not affect the obligations of the Buyer to the Seller. The entire principal amount of this Note shall be due and payable on the date one year after the Facility Termination Date or such later date as may be agreed in writing by the Seller and the Buyer. The principal amount of this Note may, at the option of the Buyer, be prepaid without penalty in whole at any time or in part from time to time. Interest on this Note shall be paid in arrears on each Settlement Date, at maturity and thereafter on demand. All payments hereunder shall be made by wire transfer of immediately available funds to such account of the Seller as the Seller may designate in writing. Notwithstanding any other provisions contained in this Note, in no event shall the rate of interest payable by the Buyer under this Note exceed the highest rate of interest permissible under applicable law. The indebtedness evidenced by this Deferred Purchase Note is subordinated to the prior payment in full of all of the Buyer's obligations under the Restated Loan Agreement. By its acceptance of this Deferred Purchase Price Note, the Seller hereby agrees that the subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Lenders, the Administrative Agent, the Collateral Agent, and/or any of their assignees (collectively, the

"Senior Claimants") under the Restated Loan Agreement. Until the date on which the Advances outstanding under (and as defined in) the Restated Loan Agreement have been repaid in full and all other obligations of the Buyer thereunder (all such obligations, collectively, the "Senior Claim") have been indefeasibly satisfied in full, the Seller shall not demand, accelerate, sue for, take, receive or accept from the Buyer, directly or indirectly, in cash or other property or by set-off or any other manner (including, without limitation, from or by way of collateral) any payment or security of all or any of the indebtedness under this Deferred Purchase Price Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that nothing in this paragraph shall restrict the Buyer from paying, or the Seller from requesting, any payments under this Deferred Purchase Price Note so long as the Buyer is not required under the Restated Loan Agreement to set aside for the benefit of, or otherwise pay over to, any of the Senior Claimants the funds used for such payments and further provided that no Event of Default shall have occurred and be continuing and the making of such payment would not otherwise violate the terms and provisions of the Restated Loan Agreement. Should any payment, distribution or security or proceeds thereof be received by the Seller in violation of the immediately preceding sentence, the Seller agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Collateral Agent for the benefit of the Senior Claimants. The Buyer hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. Neither this Note, nor any right of the Seller to receive payments hereunder, shall, without the prior written consent of the Buyer and (so long as the Restated Loan Agreement remains in effect or any amounts remain outstanding thereunder) the Administrative Agent under the Restated Loan Agreement, be assigned, transferred, exchanged, pledged, hypothecated, participated or otherwise conveyed. THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). PULTE FUNDING, INC. By: _______________________________ Title: Name:

SCHEDULE TO DEFERRED PURCHASE PRICE NOTE
Addition to Principal Amount of Principal Unpaid Principal Notation Date Amount Paid or Prepaid Balance By -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

EXHIBIT B FORM OF BILL OF SALE AND BLANKET ASSIGNMENT OF ELIGIBLE MORTGAGE ASSETS BILL OF SALE, dated as of _____________, 20__, from PULTE MORTGAGE CORPORATION, a Delaware corporation, (hereinafter, together with its successors and assigns, the "Seller"), to PULTE FUNDING, INC., a Michigan corporation, (hereinafter, together with its successors and assigns, the "Buyer"). All terms used herein which are not defined herein shall have the meanings given to them in the Master Repurchase Agreement, dated as of December 22, 2000, as amended by the Amended and Restated Addendum to Master Repurchase Agreement, dated as of August 23, 2002, (the "Agreement") by and among the Seller, as seller, and Buyer, as buyer. WHEREAS, pursuant to the Agreement, the Seller agreed to grant, sell, assign, convey, transfer and deliver to the Buyer, from time to time, certain Eligible Mortgage Assets. NOW, THEREFORE, in consideration of the payment of the Purchase Price for the Eligible Mortgage Assets set forth on Schedule 1 attached hereto and made a part hereof (the "Purchased Eligible Mortgage Assets"), and other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the Seller by these presents does hereby sell, convey, grant, transfer, assign, and set over to, subject to the terms of the Agreement, Buyer, its successors and assigns, all of the Seller's right, title and interest, legal or equitable, in and to the Purchased Eligible Mortgage Assets. The terms of this Bill of Sale shall not supersede the terms of the Agreement. IN WITNESS WHEREOF, the Seller has caused this Bill of Sale to be executed as of the date written above.
SELLER: PULTE MORTGAGE CORPORATION By: Name: Title:

Schedule 1 to Bill of Sale Purchased Eligible Mortgage Assets [Attached]

SCHEDULE I TRADE NAMES None

SCHEDULE II APPROVED INVESTORS
MOODY'S S&P FITCH TAKE-OUT INVESTORS LIMIT LT/ST LT/ST LT/ST --------------------------------------------------------------------------------------------------------ABN AMRO Incorporated 100% Astoria Financial Corp. 10% Ba3 NR Aurora Loan Services, Inc. 25% NR AAA BNP Paribas Securities Corp. 100% Banc of America Securities LLC 100% Bank One Corporation 100% A1 N.A. Banc One Capital Markets, Inc. 100% Banc of America Securities LLC 100% Bank of America Mortgage (formerly Nationsbanc Mortgage Corp.) 100% Aa3/P-1 A+/A1 Barlays Capital Inc. 100% Bear, Stearns & Co., Inc. 100% Charter One Financial Inc. 25% NR BBB Chase Financial Corp. 100% NR NR Chase Manhattan Mortgage Corporation 100% A1 AAA Chase Securities Inc. 100% CIBC World Markets Corp. 100% Citicorp Mortgage Corp. 100% Aaa NR Commercial Federal Corp. Countrywide Credit Suisse First Boston Credit Suisse First Boston Corporation/Donaldson, Lufkin & Jenrette Securities Corporation Daiwa Securities America, Inc. Deutsche Bank Securities Inc. Dresdner Kleinwort Benson North America LLC 10% 100% 100% 100% 100% 100% 100% B1 A3/P-2 BB+ A/A1

MOODY'S S&P FITCH TAKE-OUT INVESTORS LIMIT LT/ST LT/ST LT/ST --------------------------------------------------------------------------------------------------------Federal Home Mortgage Corp. 100% Aaa/P-1 AAA/ A1+ Federal National Mortgage Association 100% Aaa/P-1 AAA Fidelity BancShares, Inc. 10% NR NR First Franklin 10% NR NR First Nationwide Mortgage Corporation 25% NR NR First Union Mortgage Corporation 100% A1/P-1 A/A1 Fleet Mortgage group Fuji Securities Inc. GE Capital Mortgage Services Inc. GMAC Mortgage Goldman, Sachs & Co. Government National Mortgage Association. Greenwich Capital Markets, Inc. Greenpoint Mortgage (formerly Headlands Mortgage) HSBC Securities (USA) Inc. Homeside Lending Inc. Indy Mac (Independent National Mortgage Corp.) J. P. Morgan Securities, Inc. Leader Mortgage Corp. Lehman Brothers Inc. Long Beach Financial Corp. Merrill Lynch Government Securities Inc. Morgan Stanley & Co. Incorporated Nesbitt Burns Securities Inc. Nomura Securities International, Inc. Ohio Savings Financial Corp. (Ohio Savings Bank) PaineWebber Incorporated Pulte Corporation 100% 100% 100% 100% 100% 100% 100% 50% 100% 100% 100% 100% 10% 100% 25% 100% 100% 100% 100% 10% 100% 25% A2 Aaa NR Aaa Baa2 A+ AAA AAA AAA BBB/A2

A1 BBBNR NR

A+/A1

NR NR

NR BBB

NR Baa3

MOODY'S S&P FITCH TAKE-OUT INVESTORS LIMIT LT/ST LT/ST LT/ST --------------------------------------------------------------------------------------------------------Regions Mortgage, Inc. (Regions Bank) 100% Aa3/P-1 A+/A1 Residential Mortgage Inc. 10% NR NR Salomon Smith Barney 100% SG Cowen Securities Corporation 100% Saxon Mortgage, Inc. 100% A NR UBS Warburg LLC 100% Washington Mutual (formerly Alta Residential 100% A2 AMortgage) Wells Fargo Funding, Inc. (formerly Norwest 100% Aa2/ P-1 A+/A1 mortgage) Wells Fargo Mortgage Resources (formerly 100% Aa2/ P-2 A+/A2 Director's Acceptance) Zions First National Bank 100% Colorado Housing Finance Authority 10% Aaa AA-/A1+ Dakota County Bond (Minnesota) 10% Aaa NR Florida Housing Finance Agency 10% Aa1 NR Housing Finance Authority of Broward County (FL) 10% Aaa NR Illinois Housing Development Authority 10% Aaa AA-/A1+ Maryland Housing Opportunities Commission (HOC) 10% NR NR Minnesota Housing Finance Agency 10% NR NR Nevada State Housing Finance Agency 10% NR NR New Jersey Housing Finance Agency 10% NR NR North Carolina HFA 10% Aa3 AA-/A1+ The Industrial Development Authority of the County of Pima, AZ 10% Ba3 B+ The Industrial Development Authority of the County of Maricopa, AZ 10% WR A/A1 Pinellas County Finance Authority 10% Aaa ATexas Department of Housing and Community Affairs (TDHCA) 10% Aaa AA/A1+ Texas Veteran Land Bond and bon VLB Loans 10% NR NR

JS: Junior Subordinated RB: Revenue Bonds SB: Subordinated SS: Senior Secured SU: Senior Unsecured

SCHEDULE III LITIGATION None

Exhibit 10.5 AMENDED AND RESTATED LOAN AGREEMENT By and Among: PULTE FUNDING, INC. As Borrower, ATLANTIC ASSET SECURITIZATION CORP. As an Issuer, JUPITER SECURITIZATION CORPORATION As an Issuer, CREDIT LYONNAIS NEW YORK BRANCH As the Administrative Agent, as a Bank and as a Managing Agent, BANK ONE, NA (MAIN OFFICE CHICAGO) As a Bank and as a Managing Agent, LLOYDS TSB BANK PLC As a Bank, and PULTE MORTGAGE CORPORATION As the Servicer Dated as of August 23, 2002

TABLE OF CONTENTS
PAGE ---2 2 31 32 32 33 33 36 36 37 37 40 42 42 42 43 43 43 43 44 46 46 46 47 48 48 48 50 53 53 53 54 54 54 54 54 54

ARTICLE I 1.1. 1.2. ARTICLE II 2.1. 2.2. 2.3. 2.4. 2.5. 2.6. 2.7. 2.8. 2.9. 2.10. 2.11. 2.12. 2.13. 2.14. 2.15. 2.16. 2.17. 2.18. 2.19. 2.20. ARTICLE III 3.1. 3.2. 3.3. 3.4. 3.5. 3.6. 3.7. 3.8. 3.9. 3.10. ARTICLE IV 4.1.

GENERAL TERMS..................................................... Certain Definitions................................................... Other Definitional Provisions......................................... AMOUNT AND TERMS OF COMMITMENT.................................... Maximum Facility Amount............................................... Promissory Notes...................................................... Notice and Manner of Obtaining Borrowings............................. Fees.................................................................. Prepayments........................................................... Business Days......................................................... Payment Procedures.................................................... The Reserve Account................................................... Interest Allocations.................................................. Interest Rates........................................................ Quotation of Rates.................................................... Default Rate.......................................................... Interest Recapture.................................................... Interest Calculations................................................. Interest Period....................................................... Additional Costs...................................................... Additional Interest on Advances Bearing a Eurodollar Rate............. Consequential Loss.................................................... Replacement Banks..................................................... Seasonal Facility Amount.............................................. COLLATERAL........................................................ Collateral............................................................ Delivery of Collateral to Collateral Agent............................ Redemption of Mortgage Collateral..................................... Correction of Mortgage Notes.......................................... Collateral Reporting.................................................. Hedge Reports......................................................... [RESERVED]............................................................ Servicer Monthly Reporting............................................ Servicer Annual Pipeline Reporting.................................... Servicer Periodic Reporting........................................... CONDITIONS PRECEDENT.............................................. Initial Borrowing.....................................................

i

4.2. ARTICLE V 5.1. 5.2. 5.3. 5.4. ARTICLE VI 6.1. 6.2. 6.3. 6.4. 6.5. 6.6. 6.7. 6.8. 6.9. 6.10. 6.11. 6.12. 6.13. 6.14. 6.15. 6.16. 6.17. 6.18. 6.19. 6.20. 6.21. 6.22. ARTICLE VII 7.1. 7.2. 7.3. 7.4. 7.5. 7.6. 7.7. 7.8. 7.9. 7.10. 7.11.

All Borrowings........................................................ REPRESENTATIONS AND WARRANTIES.................................... Representations of the Borrower and the Servicer...................... Additional Representations of the Borrower............................ Additional Representations and Warranties of the Servicer............. Survival of Representations........................................... AFFIRMATIVE COVENANTS............................................. Financial Statements and Reports...................................... Taxes and Other Liens................................................. Maintenance........................................................... Further Assurances.................................................... Compliance with Laws.................................................. Insurance............................................................. Accounts and Records.................................................. Right of Inspection................................................... Notice of Certain Events.............................................. Performance of Certain Obligations.................................... Use of Proceeds; Margin Stock......................................... Notice of Default..................................................... Compliance with Transaction Documents................................. Compliance with Material Agreements................................... Operations and Properties............................................. Performance Guarantor Credit Rating................................... Take-Out Commitments.................................................. Collateral Proceeds................................................... Environmental Compliance.............................................. Closing Instructions.................................................. Special Affirmative Covenants Concerning Collateral................... Corporate Separateness................................................ NEGATIVE COVENANTS................................................ Limitations on Mergers and Acquisitions............................... Fiscal Year........................................................... Business.............................................................. Use of Proceeds....................................................... Actions with Respect to Collateral.................................... Liens................................................................. Employee Benefit Plans................................................ Change of Principal Office or Jurisdiction............................ No Commercial, A&D, Etc. Loans........................................ Maximum Leverage...................................................... Indebtedness..........................................................

56 57 57 60 61 62 63 63 65 65 65 66 66 66 67 67 67 68 68 68 68 68 69 69 69 69 69 70 70 71 71 72 72 72 72 73 73 73 73 73 73

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7.12. 7.13. 7.14. 7.15. ARTICLE VIII 8.1. 8.2. 8.3. 8.4. ARTICLE IX 9.1. 9.2. 9.3. 9.4. 9.5. 9.6. 9.7. ARTICLE X 10.1. 10.2. ARTICLE XI 11.1. 11.2. 11.3. 11.4. 11.5. ARTICLE XII 12.1. 12.2. 12.3. 12.4. 12.5. ARTICLE XIII 13.1. 13.2.

Deposits to Collection Account........................................ Transaction Documents................................................. Distributions, Etc.................................................... Charter............................................................... EVENTS OF DEFAULT................................................. Nature of Event....................................................... Default Remedies...................................................... Paydowns.............................................................. Waivers of Notice, Etc................................................ THE ADMINISTRATIVE AGENT.......................................... Authorization......................................................... Reliance by Administrative Agent...................................... Administrative Agent and Affiliates................................... Lender Decision....................................................... Rights of the Administrative Agent.................................... Indemnification of Administrative Agent............................... UCC Filings........................................................... INDEMNIFICATION................................................... Indemnities by the Borrower........................................... Contribution.......................................................... ADMINISTRATION AND COLLECTION OF MORTGAGE LOANS................... Designation of Servicer............................................... Duties of Servicer.................................................... Certain Rights of the Administrative Agent............................ Rights and Remedies................................................... Indemnities by the Servicer........................................... THE MANAGING AGENTS............................................... Authorization......................................................... Reliance by Agent..................................................... Agent and Affiliates.................................................. Notices............................................................... Lender Decision....................................................... MISCELLANEOUS..................................................... Notices............................................................... Amendments, Etc.......................................................

74 74 74 74 74 74 79 80 80 81 81 81 82 82 82 82 83 83 83 83 83 83 84 84 85 85 86 86 87 87 88 88 88 88 91

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13.3. 13.4. 13.5. 13.6. 13.7. 13.8. 13.9. 13.10. 13.11. 13.12. 13.13. 13.14. 13.15. 13.16. 13.17. 13.18. 13.19. 13.20. 13.21.

Invalidity............................................................ Restrictions on Informal Amendments................................... Cumulative Rights..................................................... Construction; Governing Law........................................... Interest.............................................................. Right of Offset....................................................... Successors and Assigns................................................ Survival of Termination............................................... Exhibits.............................................................. Titles of Articles, Sections and Subsections.......................... Counterparts.......................................................... No Proceedings........................................................ Confidentiality....................................................... Recourse Against Directors, Officers, Etc............................. Waiver of Jury Trial.................................................. Consent to Jurisdiction; Waiver of Immunities......................... Costs, Expenses and Taxes............................................. Entire Restated Loan Agreement........................................ Excess Funds..........................................................

92 92 92 93 93 93 94 96 96 96 96 96 96 97 97 97 98 99 99

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SCHEDULES AND EXHIBITS
Schedule I Schedule II Schedule III Schedule IV Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A B C D D-1 D-2 Bank Commitments Percentages, Seasonal Bank Commitment and Seasonal Percentage Approved Investors UCC Search Litigation Form of Assignment and Acceptance Form of Amended and Restated Subordination Agreement Form of Borrowing Request Form of Amended and Restated Collateral Agency Agreement Definitions - Section 1 Form of Amended and Restated Security Agreement Section 3.1(a) Form of Amended and Restated Assignment of Account Section 3.1(b) Form of Assignment - Section 3.1(c) and Section 3.2(a) Form of Transfer Request Form of Shipping Request (Conforming Loans) Form of Shipping Request (Non-Conforming Loans) Form of Bailee and Security Agreement Letter Section 3.4(b)(i) Form of Bailee and Security Agreement Letter for Pool Custodian Section 3.4(b)(i) Form of Trust Receipt and Security Agreement for Approved Investors - Section 3.5 Form of Collateral Agent Daily Report - Section 3.8(a) [Reserved] UCC Financing Statements - Section 3.1(d) [Reserved] Form of Assignment of Trade Form of Substitution Assignment Form of Promissory Note Form of Servicer Monthly Report Form of Amended and Restated Servicer Performance Guaranty Form of Amended and Restated Originator Performance Guaranty Form of PMC Quarterly Officer's Certificate Form of Borrower's Quarterly Officer's Certificate Form of Opinion of Counsel to Borrower on Corporate Matters Form of Opinion of Counsel to Borrower and Originator on Security Interest Matters Form of Opinion of Counsel to Originator on Bankruptcy Matters Form of Hedge Report [Reserved] Form of Servicer Periodic Report Form of Reserve Account Control Agreement Form of Collection and Paying Agreement

Exhibit D-3 Exhibit Exhibit Exhibit Exhibit Exhibit D-4 D-5 D-5A(a) D-5A(b) D-6(a)

Exhibit D-6(b) Exhibit D-7 Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit D-8 D-9 D-10 D-11 D-12 D-13 E F G-1 G-2 H-1 H-2 I-1 I-2 J K L M N O

v

AMENDED AND RESTATED LOAN AGREEMENT Dated as of August 23, 2002 THIS AMENDED AND RESTATED LOAN AGREEMENT (this "Restated Loan Agreement"), among PULTE FUNDING, INC., a Michigan corporation (hereinafter, together with its successors and assigns, the "Borrower"), as the Borrower, ATLANTIC ASSET SECURITIZATION CORP., a Delaware corporation (hereinafter, together with its successors and assigns, "Atlantic"), as an Issuer, JUPITER SECURITIZATION CORPORATION, a Delaware corporation (hereinafter, together with its successors and assigns, "Jupiter"), as an Issuer and a Seasonal Issuer, CREDIT LYONNAIS NEW YORK BRANCH ("CL New York"), as a Bank, as the Administrative Agent and as a Managing Agent, BANK ONE, NA (MAIN OFFICE CHICAGO), a national bank (hereinafter, together with its successors and assigns, "Bank One"), as a Bank, a Seasonal Bank and as a Managing Agent, LLOYDS TSB BANK PLC, a banking corporation organized under the laws of England (hereinafter, together with its successors and assigns, "Lloyds"), as a Bank, and PULTE MORTGAGE CORPORATION, a Delaware corporation (hereinafter, together with its successors and assigns, "PMC"), as Servicer. RECITALS 1. Capitalized terms used in these Recitals and not defined in the preamble above have the meanings set forth in Article I. 2. The Borrower, Atlantic as an Issuer, Credit Lyonnais as a Bank and as the Administrative Agent, and the Servicer have entered into that certain Loan Agreement dated as of December 22, 2000 (the "Original Loan Agreement"). 3. Pursuant to an Assignment and Assumption Agreement dated November 9 , 2001, Lloyds became a party to the Original Loan Agreement. 4. The Borrower, Atlantic as an Issuer, Credit Lyonnais as a Bank and as the Administrative Agent, Lloyds, as a Bank, and the Servicer now wish to amend and restate the Original Loan Agreement in order to add Bank One and Jupiter as parties thereto, to add a Seasonal Facility thereto and to amend certain other provisions thereof. 5. The Originator is engaged in the business of originating, acquiring, investing in, marketing and selling, for its own account, mortgage loans that are made either to finance the purchase of one- to four-family owner-occupied homes or to refinance loans secured by such properties. 6. The Borrower has purchased, and may continue to purchase, Eligible Mortgage Loans from the Originator, as determined from time to time by the Borrower and the Originator. 7. In order to finance such purchases, the Borrower has requested that the Lenders provide the Borrower with credit in the form of revolving loans on the terms and conditions set forth herein. 1

8. The Issuers may, in their sole discretion, and the Banks shall, in each case subject to the terms and conditions contained in this Restated Loan Agreement, make Advances to the Borrower secured by a lien on, and security interest in, the Mortgage Loans and certain other Collateral. 9. The Lenders have appointed the Administrative Agent as their agent to perform certain administrative duties for the Lenders including, among other things, the administration of the funding of the transactions hereunder and the making of certain determinations hereunder and in connection herewith. AGREEMENTS In consideration of the recitals and the representations, warranties, conditions, covenants and agreements made in this Restated Loan Agreement, the sufficiency of which are acknowledged by all parties hereto, the Borrower, the Lenders, the Servicer, the Managing Agents and the Administrative Agent, intending to be legally bound, have established and hereby amend and restate the provisions of the Original Loan Agreement. Accordingly, the Borrower, the Lenders, the Administrative Agent, the Managing Agents and the Servicer covenant and agree as follows: ARTICLE I GENERAL TERMS 1.1. Certain Definitions. As used in this Restated Loan Agreement, the following terms have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "ABR Allocation" is defined in Section 2.9. "Adjusted Liabilities" means, with respect to the Originator, without duplication, and at any time, the sum of (a) all amounts that should be reflected as liabilities on its balance sheet, plus (b) its total direct and indirect guaranty and other obligations in respect of borrowed money Indebtedness of others (calculated at the maximum amount of those obligations that is stated in the relevant documents or, if not so stated, that may reasonably be anticipated in good faith) plus (c) to the extent not already included in clause (a) above, its total funding obligations to originate or acquire Mortgage Loans that, in either case, are closed but not funded, minus (d) its total trade payables and accrued expenses incurred in the ordinary course of its business but unrelated to originating or acquiring any specific Mortgage Loan (including, without limitation, trade payables and accrued expenses owed to its Affiliates but excluding advances by its Affiliates and interest on those advances), minus (e) the Originator's total deferredfederal-income tax liabilities. "Adjusted Net Worth" means, for the Originator, without duplication, and at any time, the sum of (a) its stockholders' equity reflected on its balance sheet, plus (b) the 2

remainder of (A) the income that Originator has deferred, for accounting purposes, pending the sale of Mortgage Loans in accordance with Statement of Financial Accounting Standards Number 91 and Number 122, as each is published by the Financial Accounting Standards Board as of the date of this Restated Loan Agreement, minus (B) reasonable reserves for the federal income tax liabilities related to that deferred income. "Administrative Agent" means CL New York, in its capacity as administrative agent for the Lenders, or any successor administrative agent. "Administrative Agent's Account" means, the special account (account number 01-88485-3701-00-001, ABA No. 026008073) of CL New York maintained at the office of Credit Lyonnais New York Branch at 1301 Avenue of the Americas, New York, New York. "Advance" means with respect to any Lender any amount disbursed by such Lender to the Borrower pursuant to Section 2.1 or Section 2.20 (or any conversion or continuation thereof). "Advance Rate" means (i) with respect to a Conforming Loan or a Jumbo Loan (other than a Super Jumbo Loan), ninety-eight percent (98%), (ii) with respect to an Alt-A Loan, ninety-seven percent (97%) and (iii) with respect to a Second Lien Loan or a Super Jumbo Loan, ninety-five percent (95%). "Affected Party" means each Lender, the Administrative Agent, each Managing Agent, any bank party to a Liquidity Agreement and any permitted assignee or participant of any such bank, and any holding company of an Affected Party. "Affiliate" of any Person means (a) any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such Person, or (b) any other Person who is a director, officer or employee (i) of such Person, or (ii) of any Person described in the preceding clause (a). For purposes of this definition, the term "control" (and the terms "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession or ownership, directly or indirectly, of the power either (x) to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise, or (y) vote 10% or more of the securities having ordinary power in the election of directors of such Person. "Agent" means each of the Administrative Agent and the Managing Agents. "Alt-A Loan" means a Mortgage Loan (other than a Conforming Loan or a Jumbo Loan) that (1) does not conform to the conventional underwriting standards of Fannie Mae, Freddie Mac or Ginnie Mae but that is underwritten by an Approved Investor (other than Fannie Mae, Freddie Mac or Ginnie Mae), within guidelines generally acceptable to industry norms for "Alt-A" loans, (2) has a demonstrated secondary market and are readily securitizable, (3) matches all applicable requirements for purchase under the requirements of a Take-Out Commitment specifically issued for the purchase of such Mortgage Loan, and (4) is a First Lien Mortgage Loan. Certain Alt-A Loans are No Asset No Income Loans. 3

"Alternate Base Rate" means: (i) for the CL New York Group, on any date, a fluctuating rate of interest per annum equal to the higher of: (a) the rate of interest most recently announced by CL New York as its base rate; and (b) the Federal Funds Rate (as defined below) most recently determined by the Administrative Agent plus 1.0% per annum; and (ii) for the Bank One Group, on any date, a fluctuating rate of interest per annum equal to the higher of: (a) a rate per annum equal to the prime rate of interest announced from time to time by Bank One or its parent (which is not necessarily the lowest rate charged to any customer), changing when and as said prime rate changes; and (b) the Federal Funds Rate (as defined below) most recently determined by Bank One plus 1.0% per annum. For purposes of this definition, "Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal (for each day during such period) to (i) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York; or (ii) if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. The Alternate Base Rate is not necessarily intended to be the lowest rate of interest determined by CL New York in connection with extensions of credit. "Annual Extension Date" shall mean (i) August 23, 2003 and (ii) thereafter, if consented to by the Lenders, the Managing Agent and the Administrative Agent pursuant to Section 2.1(b), the date that is specified by the Lenders, the Managing Agents and the Administrative Agent in the applicable consent, which date shall not be more than 364 days following the then effective Annual Extension Date. "Annual Seasonal Extension Date" shall mean (i) August 23, 2003 and (ii) thereafter, if consented to by the Seasonal Lenders and the Managing Agent for the Seasonal Lenders pursuant to Section 2.20, the date that is specified by the Seasonal Lenders and the Managing Agent for the Seasonal Lenders in the applicable consent, which date shall not be more than 364 days following the then effective Annual Seasonal Extension Date. "Approved Investor" means: (a) Fannie Mae, Freddie Mac or Ginnie Mae, or 4

(b) any Person with short-term ratings of at least A-1, P-1 and F1 from S&P, Moody's and Fitch, respectively, or long-term unsecured debt ratings (or in the case of a bank without such ratings that is the principal subsidiary of a bank holding company, the rating of the bank holding company) of at least AA, Aa2 and AA from S&P, Moody's, and Fitch, respectively, or (c) all other Persons as may be approved by the Managing Agents, which approvals may be subject to certain concentration limits but may not be unreasonably withheld or delayed; provided that (i) if an Approved Investor has a short-term rating or a long-term unsecured debt rating at the time such Person first becomes an "Approved Investor" and such Person's short-term ratings or long-term unsecured debt ratings are subsequently downgraded or withdrawn, such Person shall cease to be an "Approved Investor"; provided, further, that with respect to any Take-Out Commitments issued by such Person prior to the date of such downgrade or withdrawal, such Person shall cease to be an "Approved Investor" 60 days following such downgrade or withdrawal; and (ii) if an Approved Investor does not have a short-term rating or a long-term unsecured debt rating, such Person shall cease to be an "Approved Investor" upon prior written notice from either Managing Agent if such Managing Agent has good faith concerns about the future performance of such Person; provided, further, that with respect to any Take-Out Commitments issued by such Person prior to such notice, such Person shall cease to be an "Approved Investor" 60 days following such notice. As of the date of this Restated Loan Agreement, Schedule II hereto sets forth the Approved Investors pursuant to the preceding clauses (b) and (c) (and any applicable concentration limits). Schedule II shall be updated from time to time as Approved Investors are added or deleted or concentration limits are changed pursuant to the preceding clauses (b) and (c). "Assignment" is defined in the Restated Collateral Agency Agreement. "Assignment and Acceptance" means an assignment and acceptance agreement entered into by a Bank, an Eligible Assignee and the Administrative Agent, pursuant to which such Eligible Assignee may become a party to this Restated Loan Agreement, in substantially the form of Exhibit A hereto. "Atlantic" has the meaning set forth in the preamble to this Restated Loan Agreement. "Atlantic Program Agent" means CL New York, in its capacity as the collateral agent pursuant to a security agreement made by Atlantic for the benefit of certain creditors of Atlantic, and any successor to CL New York in such capacity. "Availability" means, at the time determined, the Maximum Facility Amount minus the Principal Debt owed to the Lenders (other than the Seasonal Lenders). 5

"Available Collateral Value" means, at the time determined, the excess of the Collateral Value of all Eligible Mortgage Collateral over the Principal Debt. "Bailee and Security Agreement Letter" is defined in Section 3.4(b)(i) of the Restated Collateral Agency Agreement. "Bank" means each of CL New York, Bank One and Lloyds and each respective Eligible Assignee that shall become a party to this Restated Loan Agreement pursuant to an Assignment and Acceptance. Unless otherwise noted, references to "Banks" shall include the Seasonal Banks. "Bank Commitment" means (a) with respect to CL New York, Lloyds and Bank One, in its capacity as a Bank but not as a Seasonal Bank, the amount set forth on Schedule I hereto, and (b) with respect to a Bank that has entered into an Assignment and Acceptance, the amount set forth therein as such Bank's Bank Commitment, in each case as such amount may be reduced by each Assignment and Acceptance entered into between such Bank and an Eligible Assignee, and as may be further reduced (or terminated) pursuant to the next sentence. Any reduction (or termination) of the Maximum Facility Amount pursuant to the terms of this Restated Loan Agreement shall (unless otherwise agreed by all the Banks) reduce ratably (or terminate) each Bank's Bank Commitment. At no time shall the aggregate Bank Commitments of all Banks exceed the Maximum Facility Amount. "Bank Commitment Percentage" means, for any Bank, as of any date, the amount obtained by dividing such Bank's Bank Commitment on such date by the aggregate Bank Commitments of all Banks on such date. As of the date of this Restated Loan Agreement, the Bank Commitment Percentage for each Bank is as set forth on Schedule I hereto. "Bank One" has the meaning as set forth in the preamble to this Restated Loan Agreement. "Bank One Group" means Jupiter, Bank One and each other Group Bank of Jupiter. "Bank Spread" means 1.00%. "Base Rate Advance" means an Advance that bears interest at a rate per annum determined on the basis of the Alternate Base Rate. "Borrower" has the meaning specified in the preamble of this Restated Loan Agreement. "Borrowing" means a borrowing of Advances consisting of Advances having the same Interest Period made hereunder by each of the Lenders on the same Business Day. "Borrowing Date" means the date, identified by the Borrower in the relevant Borrowing Request, as the date on which a Borrowing is to be made. 6

"Borrowing Request" means a request, in the form of Exhibit C to this Restated Loan Agreement, for a Borrowing pursuant to Article II. "Business Day" means (a) a day on which (i) commercial banks in New York City, New York, Chicago, Illinois and Denver, Colorado, are not authorized or required to be closed and (ii) commercial banks in the State in which the Collateral Agent has its principal office are not authorized or required to be closed, and (b) if this definition of "Business Day" is utilized in connection with a Eurodollar Advance, a day on which dealings in United States dollars are carried out in the London interbank market. "Cash and Collateral Account" is account number 1928368, held at the Cash and Collateral Account Bank pursuant to the Collection and Paying Agreement. "Cash and Collateral Account Bank" means, initially, Bank One, NA, and, at any time, the institution then holding the Cash and Collateral Account in accordance with the terms of the Collection and Paying Agreement. "Collection and Paying Agreement" means the Collection and Paying Agreement, dated as of even date herewith, between the Borrower, the Servicer, the Administrative Agent, the Cash and Collateral Account Bank and the Collateral Agent. "Charter" means the Borrower's articles of incorporation or charter, as amended through the date of this Restated Loan Agreement. "CL New York" has the meaning set forth in the preamble of this Restated Loan Agreement and its successors and assigns. "CL New York Group" means Atlantic, CL New York, and each other Group Bank of Atlantic. "Closing Protection Rights" means any rights of the Originator or the Borrower to or under (i) a letter issued by a title insurance company to the Originator assuming liability for certain acts or failure to act on behalf of a named closing escrow agent, approved attorney or similar Person in connection with the closing of a Mortgage Loan transaction, (ii) a bond, insurance or trust fund established to protect a mortgage lender against a loss or damage resulting from certain acts or failure to act of a closing escrow agent, approved attorney, title insurance company or similar Person, or (iii) any other right or claim that the Originator or the Borrower may have against any Person for any loss or damage resulting from such Person's acts or failure to act in connection with the closing of a Mortgage Loan and the delivery of the related Mortgage Loan Collateral to the Collateral Agent, the Originator or to the Borrower. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means Property that is subject to a Lien for the benefit of the holders of the Obligations. 7

"Collateral Agent" means LaSalle Bank National Association, and its successors and assigns. "Collateral Agent Daily Report" is defined in Section 3.8(a) of the Collateral Agency Agreement. "Collateral Deficiency" means, at any time, the amount by which the Principal Debt exceeds the lesser of (a) the Collateral Value of all Eligible Mortgage Collateral and (b) if the Collateral Agent holds no Eligible Mortgage Collateral, zero. "Collateral Proceeds" means all amounts received by the Borrower, the Servicer, the Administrative Agent, the Lenders, the Collateral Agent or any other Person, in respect of the Collateral, whether in respect of principal, interest, fees or other amounts, including, without limitation, (i) all amounts received pursuant to Take-Out Commitments, and (ii) with respect to any Mortgage Loan, all funds that are received from or on behalf of the related Obligors in payment of any amounts owed (including, without limitation, purchase prices, finance charges, escrow payments, interest and all other charges) in respect of such Mortgage Loan, or applied to such amounts owed by such Obligors (including, without limitation, insurance payments that Borrower or Servicer applies in the ordinary course of its business to amounts owed in respect of such Mortgage Loan and net proceeds of sale or other disposition of Property of the Obligor or any other party directly or indirectly liable for payment of such Mortgage Loan and available to be applied thereon). "Collateral Report" is defined in Section 6.1(f). "Collateral Value" means (A) with respect to each Eligible Mortgage Loan and at all times, an amount equal to the Advance Rate for such Eligible Mortgage Loan times the least of: (1) the lesser of the original principal amount of such Eligible Mortgage Loan or the acquisition price paid by PMC on the closing and funding of such Eligible Mortgage Loan; (2) for each Eligible Mortgage Loan, a ratable amount determined by multiplying (a) the weighted average purchase price (expressed as a percentage of par) that Approved Investors are obligated to pay, pursuant to Take-Out Commitments, for all Eligible Mortgage Loans, as shown on the most recent Hedge Report, times (b) the outstanding principal amount of such Eligible Mortgage Loan; and (3) while a Default or Event of Default is continuing, the Market Value of such Eligible Mortgage Loan; and (B) with respect to the Collection Account, the balance of collected funds therein which is not subject to any Lien in favor of any Person other than the Lien in favor of the Administrative Agent for the benefit of the holders of the Obligations; 8

provided, however, that (a) at any time, the portion of total Collateral Value that may be attributable to Jumbo Loans shall not exceed thirty-five percent (35%) of the Maximum Facility Amount or, during the Seasonal Period, thirty-five percent (35%) of the Combined Facility; (b) at any time, the portion of total Collateral Value that may be attributable to Super Jumbo Loans shall not exceed ten percent (10%) of the Maximum Facility Amount or, during the Seasonal Period, ten percent (10%) of the Combined Facility Amount; (c) at any time, the portion of total Collateral Value that may be attributable to Alt-A Loans shall not exceed fifteen percent (15%) of the Maximum Facility Amount or, during the Seasonal Period, fifteen percent (15%) of the Combined Facility Amount; (d) at any time, the portion of total Collateral Value that may be attributable to No Asset No Income Loans shall not exceed five percent (5%) of the Maximum Facility Amount or, during the Seasonal Period, five percent (5%) of the Combined Facility Amount; (e) at any time, the portion of total Collateral Value that may be attributable to Mortgage Loans for which the Mortgage Notes have been withdrawn for correction pursuant to Section 3.4 shall not exceed $5,000,000 as determined in accordance with said Section 3.4; (f) at any time, the portion of the total Collateral Value that may be attributable to any single Approved Investor listed on Schedule II pursuant to one or more Take-Out Commitments shall not exceed the concentration limit for such Approved Investor as set forth on Schedule II (as the same may be updated from time to time); (g) at any time, the portion of total Collateral Value that may be attributable to Mortgage Loans that have been Eligible Mortgage Loans (A) for more than 120 days shall not exceed ten percent (10%) of the Maximum Facility Amount or, during the Seasonal Period, ten percent (10%) of the Combined Facility Amount or (B) for more than 180 days shall be zero; (h) a Mortgage Loan that ceases to be an Eligible Mortgage Loan shall have a Collateral Value of zero; (i) at any time, (A) except the first five and last five Business Days of any month, the portion of total Collateral Value that may be attributable to Special Mortgage Loans with respect to which the related Principal Mortgage Documents have not been delivered to the Collateral Agent within nine (9) Business Days after the date the Assignment was delivered to the Collateral Agent shall not exceed thirty percent (30%) of the Maximum Facility Amount or, during the Seasonal Period, thirty percent (30%) of the Combined Facility Amount, and (B) during the first five and last five Business Days of any month, the portion of total Collateral Value that may be attributable to Special Mortgage Loans with respect to which the related Principal Mortgage Documents have 9

not been delivered to the Collateral Agent within nine (9) Business Days after the date the Assignment was delivered to the Collateral Agent shall not exceed fifty percent (50%) of the Maximum Facility Amount or, during the Seasonal Period, fifty percent (50%) of the Combined Facility Amount; and (j) at any time, the portion of total Collateral Value that may be attributable to Second Lien Loans shall not exceed five percent (5%) of the Maximum Facility Amount or, during the Seasonal Period, five percent (5%) of the Combined Facility Amount. "Collection Account" means the account established by the Borrower pursuant to Section 2.7(b) to be used for (i) the deposit of proceeds from the sale of Mortgage Loans; and (ii) the payment of the Obligations, it being understood that such account is assigned to the Administrative Agent pursuant to the Restated Assignment of Account and the Administrative Agent has the authority to direct the transfer of all funds in the Collection Account. "Collection Account Bank" means, initially, Bank One, NA and, at any time, the institution then holding the Collection Account in accordance with the terms of the Restated Assignment of Account. "Collection Period" means each calendar month, beginning on the first day of each month and including the last day of the month. "Collections" means, with respect to any Mortgage Asset, all cash collections (other than in respect of escrows payable under the related Mortgage Loan) and other cash proceeds of such Mortgage Asset. "Combined Facility Amount" means the Maximum Facility Amount plus the Seasonal Facility Amount. "Combined Loan-to-Value Ratio" means, with respect to any Second Lien Loan, the fraction, expressed as a percentage, the numerator of which is equal to the sum of (x) outstanding principal debt of such Mortgage Loan as of the Mortgage Origination Date, and (y) the outstanding principal amount of the mortgage loan secured by the same mortgaged property, and the denominator of which is equal to the value of the related Mortgage Loan Collateral on the basis of the lesser of the appraised value at origination or the sales price of such Mortgage Loan. "Commercial Paper Notes" means short-term promissory notes issued or to be issued by the Issuers to fund or maintain their Advances or investments in other financial assets. "Commercial Paper Rate" for any Interest Period for the related Advance means: (a) with respect to the portion of such Advance funded by Atlantic, a rate per annum equal to the sum of: 10

(i) the rate or, if more than one rate, the weighted average of the rates, determined by converting to an interestbearing equivalent rate per annum the discount rate (or rates) at which Commercial Paper Notes having a term equal to such Interest Period and to be issued to fund or to maintain such Advance by Atlantic (including, without limitation, Principal Debt and accrued and unpaid interest), may be sold by any placement agent or commercial paper dealer selected by the Managing Agent for Atlantic, as agreed between each such agent or dealer and the Managing Agent for Atlantic, plus (ii) the commissions and charges charged by such placement agent or commercial paper dealer with respect to such Commercial Paper Notes expressed as a percentage of such face amount and converted to an interestbearing equivalent rate per annum, plus (iii) the Conduit Spread, (b) with respect to the portion of any Advance funded by Jupiter for any Interest Period, the per annum rate that reflects: (i) the rate (or, if more than one rate, the weighted average of the rates) at which Commercial Paper Notes having a term equal to such Interest Period (or portion thereof) may be sold by any placement agent or commercial paper dealer selected by Jupiter, as agreed between each such agent or dealer and Jupiter, provided, however, that if the rate (or rates) as agreed between any such agent or dealer and Jupiter is a discount rate (or rates), the "Commercial Paper Rate" for such Interest Period (or portion thereof) shall be the rate (or if more than one rate, the weighted average of the rates) resulting from Jupiter's converting such discount rate (or rates) to an interest-bearing equivalent rate per annum, plus (ii) accrued commissions in respect of placement agents and commercial paper dealers and issuing and paying agent fees incurred, in respect of such Commercial Paper Notes, minus (iii) any payment received on such date net of expenses in respect of Consequential Losses related to the prepayment of any purchased interest of Jupiter pursuant to the terms of any receivable purchase facilities funded substantially with such Commercial Paper Notes plus (iv) the Conduit Spread; or (c) such other rate as Atlantic or Jupiter and the Borrower shall agree to in writing. "Conduit Spread" means the margin set forth in the Restated Agent Fee Letter or the Managing Agent Fee Letter, as applicable. "Conforming Loan" means (i) a Mortgage Loan that complies with all applicable requirements for purchase under a Fannie Mae, Freddie Mac or similar Governmental 11

Authority standard form of conventional mortgage loan purchase contract, then in effect, or (ii) an FHA Loan or a VA Loan, that, in either case, is a First Lien Mortgage Loan. "Consequential Loss" means any loss or expense that any Affected Party may reasonably incur in respect of a Borrowing as a consequence of (a) any failure or refusal of Borrower (for any reasons whatsoever other than a default by the Administrative Agent, any Lender or any Affected Party) to take such Borrowing after Borrower shall have requested it under this Restated Loan Agreement, (b) any prepayment or payment of such Borrowing that is a Eurodollar Advance or CP Advance on a day other than the last day of the Interest Period applicable to such Borrowing, (c) any prepayment of any Borrowing that is not made in compliance with the provisions of Section 2.5(a); provided, that so long as an Event of Default shall not have occurred, the Borrower shall not be responsible for any Consequential Loss resulting from changes in the Settlement Date made by the Administrative Agent, as described in the proviso contained in the definition of "Settlement Date," or (d) Borrower's failure to make a prepayment after giving notice under Section 2.5(a) that a prepayment will be made. "CP Allocation" is defined in Section 2.9. "Debtor Laws" means all applicable liquidation, conservatorship, bankruptcy, fraudulent transfer or conveyance, moratorium, arrangement, receivership, insolvency, reorganization or similar laws from time to time in effect affecting the rights of creditors generally. "Default" means any condition or event that, with the giving of notice or lapse of time or both and unless cured or waived, would constitute an Event of Default. "Default Rate" means a per annum rate of interest equal from day to day to the lesser of (a) the sum of the Alternate Base Rate plus two percent and (b) the Maximum Rate. "Default Ratio" means as of the end of any Collection Period, the ratio of (i) the principal amount of all Mortgage Loans that were Defaulted Mortgage Loans at such time, to (ii) the aggregate principal amount of all Mortgage Loans at such time. "Defaulted Mortgage Loan" means a Mortgage Asset under which the Obligor is 30 or more days in payment default or has taken any action, or suffered any event of the type described in Section 8.1(f), 8.1(g) or 8.1(h) or is in foreclosure. "Deferred Income" means the amount of income that the Originator or Borrower has deferred, for accounting purposes, pending the sale of Mortgage Loans, in accordance with Statement of Financial Accounting Standards Number 91 ("SFAS 91") and Statement of Financial Accounting Standards Number 122 ("SFAS 122"), each as currently published by the Financial Accounting Standards Board. "Drawdown Termination Date" means the earliest to occur of: 12

(a) August 23, 2005, or such earlier date determined in accordance with Section 2.1(b), or (b) the date on which the Maximum Facility Amount is terminated by the Borrower pursuant to Section 2.1(d), and (c) the date, on or after the occurrence of an Event of Default, determined pursuant to Section 8.1. "Effective Date" means August 23, 2002. "Eligible Assignee" means (i) CL New York or any of its Affiliates, Bank One or any of its Affiliates, or Lloyds or any of its Affiliates, (ii) any Person managed by CL New York or any of its Affiliates, Bank One or any of its Affiliates or Lloyds or any of its Affiliates, respectively, or (iii) any financial or other institution that is approved by the Administrative Agent (such approval not to be unreasonably withheld or delayed) and is approved by the Borrower (such approval not to be unreasonably withheld or delayed), provided that no such approval by the Borrower shall be required at any time when a Default or an Event of Default shall have occurred and be continuing. "Eligible Institution" means any depository institution, organized under the laws of the United States or any state, having capital and surplus in excess of $200,000,000, the deposits of which are insured to the full extent permitted by law by the Federal Deposit Insurance Corporation and that is subject to supervision and examination by federal or state banking authorities; provided that such institution also must have a rating of A or higher with respect to long-term deposit obligations from Moody's, A2 or higher with respect to long-term deposit obligations from S&P and A or higher with respect to long-term deposit obligations from Fitch. If such depository institution publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. "Eligible Mortgage Collateral" means Eligible Mortgage Loans and the Collection Account. "Eligible Mortgage Loan" means a Mortgage Loan: (a) that (i) is a closed and funded Mortgage Loan, (ii) has a maximum term to maturity of 30 years and the proceeds of which were used either to finance a portion of the purchase price of a Property encumbered by the related Mortgage or to refinance a loan secured by such Property, and (iii) is secured by a perfected first-priority Lien (except Second-Lien Loans) on residential real Property consisting of land and a one-to-four family dwelling thereon which is completed and ready for owner occupancy, including townhouses and condominiums; (b) that is a Conforming Loan, a Jumbo Loan, an Alt-A Loan or a Second Lien Loan; 13

(c) in which the Administrative Agent has been granted and continues to hold a perfected (other than actual delivery of the Mortgage Note to the Collateral Agent for Special Borrowings), first-priority (except SecondLien Loans), security interest for the benefit of the holders of the Obligations; (d) for which the Mortgage Note is endorsed (without recourse) in blank and each of such Mortgage Loan and the related Mortgage Note is a legal, valid and binding obligation of the Obligor thereof; (e) for which, other than in respect of Special Mortgage Loans, the Principal Mortgage Documents have been received by the Collateral Agent and are in form and substance reasonably acceptable to the Collateral Agent; (f) that is either eligible for delivery or designated for delivery under a Take-Out Commitment from an Approved Investor; provided that no more than 45 days have lapsed since the date on which any documentation relating to such Mortgage Loan was shipped to the related Approved Investor; (g) that, immediately prior to the pledge thereof under the Collateral Agency Agreement, together with the related Mortgage Loan Collateral, is owned beneficially by Borrower free and clear of any Lien of any other Person other than the Administrative Agent for the benefit of the holders of the Obligations (except Second-Lien Loans); (h) that, together with the related Mortgage Loan Collateral, does not contravene any Governmental Requirements applicable thereto (including, without limitation, the Real Estate Settlement Procedures Act of 1974, as amended, and all laws, rules and regulations relating to usury, truth-in-lending, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices, privacy and other applicable federal and state consumer protection laws) and with respect to which no party to the related Mortgage Loan Collateral is in violation of any Governmental Requirements (or procedure prescribed thereby) if such violation would impair the collectability of such Mortgage Loan or the saleability of such Mortgage Loan under the applicable Take-Out Commitment; (i) that, (i) is not a Seasoned Mortgage Loan or an Uncovered Mortgage Loan; (ii) is not a Defaulted Mortgage Loan at the time it is transferred to the Borrower pursuant to the Repurchase Agreement; (iii) has not previously been sold to an Approved Investor and repurchased by Borrower; (iv) is a Mortgage Loan with respect to which the Principal Mortgage Documents relating to such Mortgage Loan were delivered to the Collateral Agent within the time frame set forth in Section 2.3(c); provided that, upon delivery of such Principal Mortgage Documents to the Collateral Agent, such Mortgage Loans may subsequently qualify as Eligible Mortgage Loans to support Borrowings subsequent to such delivery; or (v) has an original principal balance not in excess of $1,000,000.00; 14

(j) that if the Mortgage Loan Collateral has been withdrawn for correction pursuant to Section 3.4 such Mortgage Loan Collateral has been returned to the Collateral Agent within 14 calendar days after withdrawal as required by Section 3.4; (k) that is denominated and payable in U.S. dollars in the United States and the Obligor of which is a natural person who is a U.S. citizen or resident alien or a corporation or other legal entity organized under the laws of the United States or any State thereof or the District of Columbia; (l) that is not subject to any right of rescission, setoff, counterclaim or other dispute whatsoever; (m) that was acquired by the Borrower from the Originator within 60 days after its Mortgage Origination Date; (n) that is covered by the types and amounts of insurance required by Section 6.6(b); (o) with respect to which all representations and warranties made by the Originator in the Repurchase Agreement are true and correct in all material respects and with respect to which all loan level covenants made in the Repurchase Agreement have been complied with; (p) that is subjected to the following "Quality Control" measures by personnel of the Originator before the Mortgage Note is funded by the Originator: (i) for those Mortgage Loans not originated by the Originator, is underwritten by the Originator prior to funding thereof and after performance of all underwriting procedures, is submitted to the Originator for closing where it is reviewed for thoroughness and compliance (including truth-in-lending, good faith estimates and other disclosures) and a verbal verification of employment and in-file credit report are obtained; (ii) with respect to which, all Mortgage Loan Collateral is prepared by the Originator and submitted to the closing agent at the time of funding the related Mortgage Loan; and (q) that, if it is a Second Lien Loan, has a Combined Loan-to-Value Ratio of 100% or less and with respect to which the related first lien loan is owned by Pulte Mortgage Corporation. For the purpose of this definition: (x) A Mortgage Loan is "eligible for delivery" under a Take-Out Commitment if (i) it is designated to be transferred to a Governmental Authority, (ii) the underwriting criteria utilized and the Mortgage Loan Collateral either match, or are in respect of interest rates (which rates must bear a relationship to prevailing current market rates of interest for loans with similar maturities), term, product type and delivery period 15

representative of the terms for purchase that are specified in a Take-Out Commitment, and (iii) the aggregate outstanding principal of all such Mortgage Loans is not more than the aggregate Take-Out Commitments' unutilized amount (i.e. taking in account all such Mortgage Loans already allocated to the aggregate Take-Out Commitments for purposes of determining Eligible Mortgage Loans whether or not already delivered by the Borrower to the Collateral Agent). (y) A Mortgage Loan is "designated for delivery" under a Take-Out Commitment if (i) it is designated to be transferred to any entity other than a Governmental Authority and (ii) the underwriting criteria utilized in approving such Mortgage Loan conform to the underwriting criteria, and the terms of repayment (including interest rate and "term to maturity") and other terms and conditions of the Mortgage Loan Collateral match the specifications of that specific Take-Out Commitment that designates that particular Mortgage Loan for purchase. "Employee Plan" means an employee pension benefit plan covered by Title IV of ERISA and established or maintained by the Originator. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. "ERISA Affiliate" means any corporation, trade or business that is, along with the Performance Guarantor, a member of a controlled group of corporations or a controlled group of trades or businesses, as described in Sections 414(b), (c), (m) and (o) of the Code, or Section 4001 of ERISA. "Eurocurrency Liabilities" has the meaning assigned to that term in Regulation D of the Federal Reserve Board, as in effect from time to time. "Eurodollar Advance" means an Advance that bears interest at a rate per annum determined on the basis of the Eurodollar Rate. "Eurodollar Rate" means, for any Interest Period for any Eurodollar Advance, for each Lender, an interest rate per annum (expressed as a decimal and rounded upwards, if necessary, to the nearest one hundredth of a percentage point) equal to the offered rate per annum for deposits in U.S. Dollars in a principal amount of not less than $10,000,000 for such Interest Period as of 11:00 A.M., London time, two Business Days before (and for value on) the first day of such Interest Period, that appears on the display designated as "Page 3750" on the Telerate Service (or such other page as may replace "Page 3750" on that service for the purpose of displaying London interbank offered rates of major banks); provided, that if such rate is not available on any date when the Eurodollar Rate is to be determined, then an interest rate per annum determined by the Administrative Agent equal to the rate at which it would offer deposits in United States dollars to prime banks in the London interbank market for a period equal to such Interest Period and in a principal amount of not less than $10,000,000 at or about 11:00 A.M. (London time) on the second Business Day before (and for value on) the first day of such Interest Period. 16

"Eurodollar Reserve Percentage" means, with respect to any Bank and for any Interest Period for such Bank's Eurodollar Advance, the reserve percentage applicable during such Interest Period (or, if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such Interest Period during which any such percentage shall be so applicable) under regulations issued from time to time by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for such Bank with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term equal to such Interest Period. "Event of Default" is defined in Section 8.1. "Excess Spread" means, as of the last day of each Collection Period, an amount equal to the Portfolio Yield for such Collection Period minus the weighted average applicable interest rate on the Advances at such time minus the weighted average Conduit Spread and/or Bank Spread, as applicable during such Collection Period minus the Servicing Fee for such Collection Period determined in accordance with clause (a) of the definition of Portfolio Yield. "Facility" means the borrowing facility provided by the Lenders as described in Section 2.1 of this Restated Loan Agreement. "Fannie Mae" means the government sponsored enterprise formerly known as the Federal National Mortgage Association, or any successor thereto. "Federal Reserve Board" means the Board of Governors of the Federal Reserve System, or any successor thereto. "Fee Letter" means the Restated Agent Fee Letter or the Managing Agent Fee Letter. "FHA" means the Federal Housing Administration, or any successor thereto. "FHA Loan" means a Mortgage Loan, the ultimate payment of which is partially or completely insured by the FHA or with respect to which there is a current, binding and enforceable commitment for such insurance issued by the FHA. "Financial Officer" means (i) with respect to the Servicer or the Originator, the chief financial officer, treasurer or a vice president having the knowledge and authority necessary to prepare and deliver the financial statements and reports required pursuant to Sections 6.1(b) and Section 3.8 and (ii) with respect to the Performance Guarantor, the chief financial officer, the vice president -treasurer or the senior vice president-finance. "First Lien Mortgage Loan" means a loan secured by a perfected first lien mortgage on real property. "Fitch" means Fitch, Inc., and any successor thereto. 17

"Freddie Mac" means the Federal Home Loan Mortgage Corporation, or any successor thereto. "GAAP" means generally accepted accounting principles as in effect in the United States from time to time. "Ginnie Mae" means the Government National Mortgage Association, or any successor thereto. "Governmental Authority" means any nation or government, any agency, department, state or other political subdivision thereof, or any instrumentality thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. Governmental Authority shall include, without limitation, each of Freddie Mac, Fannie Mae, FHA, HUD, VA and Ginnie Mae. "Governmental Requirement" means any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other requirement (including, without limitation, any of the foregoing that relate to energy regulations and occupational, safety and health standards or controls and any hazardous materials laws) of any Governmental Authority that has jurisdiction over either Originator, the Servicer, the Collateral Agent or the Borrower or any of their respective Properties. "Group" means the CL New York Group and the Bank One Group. "Group Bank" means (1) with respect to Atlantic, CL New York, each Bank that has entered into an Assignment and Acceptance with CL New York, including Lloyds, and each assignee (directly or indirectly) of any such Bank, which assignee has entered into an Assignment and Acceptance and (2) with respect to Jupiter, Bank One, each Bank that has entered into an Assignment and Acceptance with Bank One and each assignee (directly or indirectly) of any such Bank, which assignee has entered into an Assignment and Acceptance. "Group Bank Commitment Percentage" means, the sum of all of the Bank Commitment Percentages of all of the Banks in a Group. "Hedge Report" means, with respect to any Conforming Loans included in the Eligible Mortgage Collateral that is to be sold to a Governmental Authority, a report prepared by the Servicer and pursuant to Section 3.6 hereof, showing, as of the close of business on the previous Business Day, all trades that have been assigned to the Administrative Agent, for the benefit of holders of the Obligations, and the following information with respect to such trades: (i) trade counterparty, (ii) trade amount, (iii) coupon, (iv) price, (v) type of security, (vi) date of trade, and (vii) such other information as the Administrative Agent may reasonably request in the form of Exhibit K hereto. "HUD" means the Department of Housing and Urban Development, or any successor thereto. 18

"Indebtedness" means, for any Person, without duplication, and at any time, (a) all obligations required by GAAP to be classified on such Person's balance sheet as liabilities, (b) obligations secured (or for which the holder of the obligations has an existing contingent or other right to be so secured) by any Lien existing on property owned or acquired by such Person, (c) obligations that have been (or under GAAP should be) capitalized for financial reporting purposes, and (d) all guaranties, endorsements, and other contingent obligations with respect to obligations of others. "Indemnified Amounts" is defined in Section 10.1. "Indemnified Party" is defined in Section 10.1. "Interest Period" is defined in Section 2.15. "Issuer Facility Amount" means (a) with respect to Atlantic on an aggregate basis, $200,000,000 and (b) with respect to Jupiter on an aggregate basis, $125,000,000. Any reduction (or termination) of the Maximum Facility Amount pursuant to the terms of this Restated Loan Agreement shall reduce ratably (or terminate) the Issuer Facility Amount of each Issuer. "Issuer" means any of Atlantic, Jupiter and the Seasonal Issuer. "Jumbo Loan" means a Mortgage Loan (other than a Conforming Loan) that (1) is underwritten by an Approved Investor (other than Fannie Mae, Freddie Mac or Ginnie Mae), (2) matches all applicable requirements for purchase under the requirements of a Take-Out Commitment issued for the purchase of such Mortgage Loan, (3) differs from a Conforming Loan solely because the principal amount of such Mortgage Loan exceeds the limit set for Conforming Loans by Fannie Mae or Freddie Mac from time to time, and (4) is a First Lien Mortgage Loan. "Jupiter" has the meaning as set forth in the preamble of this Restated Loan Agreement. "Lenders" means, collectively, the Issuers and the Banks, including the Seasonal Issuer and the Seasonal Bank. "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (whether statutory, consensual or otherwise), or other security arrangement of any kind (including, without limitation, any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the uniform commercial code or comparable law of any jurisdiction in respect of any of the foregoing). "Liquidity Agreement" means, with respect to an Issuer, a liquidity loan agreement, liquidity asset purchase agreement or similar agreement entered into by the related Group Banks and providing for the making of loans to such Issuer, or the 19

purchase of Advances (or interests therein) from such Issuer, to support the Issuer's payment obligations under its Commercial Paper Notes. "Lloyds" has the meaning specified in the preamble of this Restated Loan Agreement. "Majority Banks" means, at any time, Banks, including Banks that have become party to this Restated Loan Agreement pursuant to an Assignment and Acceptance, having outstanding Advances equal to more than 67% of the aggregate outstanding Advances held by Banks or, if no Advance is then outstanding from any Bank, Banks having more than 67% of the Bank Commitments. "Majority Group Banks" means, as to any Group Banks included in the related Group having outstanding Bank Commitments equal to more than 50% of the aggregate outstanding Bank Commitments of the Banks in such Group. "Managing Agent" means, with respect to Atlantic, CL New York or any successor managing agent designated by such party; and, with respect to Jupiter, Bank One or any successor managing agent designated by such party. "Managing Agent Fee Letter" means the letter agreement pertaining to fees among the Borrower and Bank One, as a Managing Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. "Managing Agent's Account" means, (a) with respect to CL New York, the special account (account number 0125680-001-00-001, ABA No. 026008073 of CL New York maintained at Credit Lyonnais New York Branch, 1301 Avenue of the Americas, New York, New York, and (b) with respect to Bank One, the special account (account number 5948118, ABA No. 071000013) of Jupiter maintained at Bank One, NA (Main Office Chicago), One Bank One Plaza, Chicago, Illinois 60670. "Market Value" means at the time determined, for any (a) Mortgage Loan (other than a Non-Conforming Loan), the market value of such Mortgage Loan based upon the then most recent posted net yield for 30-day mandatory future delivery furnished by Fannie Mae and published and distributed by Telerate Mortgage Services, or, if such posted net yield is not available from Telerate Mortgage Services, such posted net yield obtained by the Administrative Agent from Fannie Mae, or (b) Non-Conforming Loan, or any other Mortgage Loan while the posted rate is not available from Fannie Mae, the value determined by the Administrative Agent in good faith. "Material Adverse Effect" means, with respect to any Person, any material adverse effect on (i) the validity or enforceability of this Restated Loan Agreement, the Notes or any other Transaction Document, (ii) the business, operations, total Property or financial condition of such Person, (iii) the Collateral taken as a whole, (iv) the enforceability or priority of the Lien in favor of the Administrative Agent on any significant portion of the Collateral, or (v) the ability of such Person to fulfill its obligations under this Restated Loan Agreement, the Notes or any other Transaction Document. 20

"Maximum Facility Amount" means $325,000,000, as such amount may be reduced pursuant to Section 2.1(c) of this Restated Loan Agreement. "Maximum Rate" means the maximum non-usurious rate of interest that, under applicable law, each of the Lenders is permitted to contract for, charge, take, reserve, or receive on the Obligations. "MERS" means Mortgage Electronic Registration Systems, Inc., a Delaware corporation. "MERS Designated Mortgage Loan" means a Mortgage Loan registered to or by the Originator on the MERS electronic mortgage registration system. "Moody's" means Moody's Investors Service, Inc., and any successor thereto. "Mortgage" means a mortgage or deed of trust or other security instrument creating a Lien on real property, on a standard form as approved by Fannie Mae, Freddie Mac or Ginnie Mae or such other form as the Originator determines is satisfactory for any Approved Investor unless otherwise directed by the Administrative Agent and communicated to the Collateral Agent. "Mortgage Assets" means, collectively, all of the Mortgage Loans and all Take-Out Commitments. "Mortgage Loan" means a loan evidenced by a Mortgage Note and secured by a Mortgage, the beneficial interest of which has been acquired by the Borrower from the Originator by purchase pursuant to the Repurchase Agreement (with the record owner thereof being the Originator or, in the case of a MERS Designated Mortgage Loan, MERS as nominee for the Originator, and its successors and assigns). "Mortgage Loan Collateral" means all Mortgage Notes and related Principal Mortgage Documents, Other Mortgage Documents, and other Collateral. "Mortgage Note" means a promissory note, on a standard form approved by Fannie Mae, Freddie Mac or Ginnie Mae or such other form as the Originator determines is satisfactory for any Approved Investor unless otherwise directed by the Administrative Agent and communicated to the Collateral Agent. "Mortgage Origination Date" means, with respect to each Mortgage Loan, the date that is the later of (1) the date of the Mortgage Note or (2) the date such Mortgage Loan was funded and disbursed to or at the direction of the Obligor. "Multiemployer Plan" means a multiemployer plan defined in Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code to which Borrower or any ERISA Affiliate is making or has made (or is accruing or has accrued an obligation to make) contributions. 21

"Net Worth" of a Person means, as of any date of determination, the total stockholder's equity (including capital stock, additional paid-in capital and retained earnings after deducting treasury stock) that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP but excluding the value of any investment made by such Person in an unconsolidated Subsidiary. "No Asset No Income Loan" means an Alt-A Loan that is underwritten on a "no asset no income" basis, meaning that the Originator does not verify the Obligor's assets or income. "Non-Conforming Loan" means a Jumbo Loan, an Alt-A Loan or a Second-Lien Loan. "Note" means each or any of the promissory notes executed by the Borrower, substantially in the form of Exhibit E hereto, together with all renewals, extensions, and replacements for any such note. "Obligations" means any and all present and future indebtedness, obligations, and liabilities of the Borrower to any of the Lenders, the Collateral Agent, the Managing Agents, each Affected Party, each Indemnified Party and the Administrative Agent, and all renewals, rearrangements and extensions thereof, or any part thereof, arising pursuant to this Restated Loan Agreement or any other Transaction Document, and all interest accrued thereon, and attorneys' fees and other costs incurred in the drafting, negotiation, enforcement or collection thereof, regardless of whether such indebtedness, obligations, and liabilities are direct, indirect, fixed, contingent, joint, several or joint and several. "Obligor" means (i) with respect to each Mortgage Note included in the Collateral, the obligor on such Mortgage Note and (ii) with respect to any other agreement included in the Collateral, any person from whom the Originator or the Borrower is entitled to performance. "Original Loan Agreement" means the Loan Agreement, dated as of December 22, 2000, by and among the Borrower, Atlantic, as an Issuer, CL New York, as a Bank, the Administrative Agent and the Servicer, as amended by that certain Amendment to Loan Agreement, dated as of February 27, 2001, by and among such parties, as further amended by that certain Second Amendment to Loan Agreement, dated as of September 28, 2001, by and among such parties, as further amended by that certain Omnibus Agreement, dated as of November 16, 2001, by and among the Borrower, the Administrative Agent, the Servicer and the Collateral Agent, and as further amended by that certain Assignment and Acceptance, dated November 9, 2001, between CL New York, as the assignor, and Lloyds, as the assignee, "Originator" means Pulte Mortgage Corporation, a Delaware corporation, and its successors and assigns. "Other Company" means the Performance Guarantor and all of its Subsidiaries except the Borrower. 22

"Other Mortgage Documents" is defined in Section 3.2(c). "PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto. "PMC" has the meaning specified in the preamble of this Restated Loan Agreement. "Performance Guarantor" means Pulte. "Permitted Investments" means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence any of the following: (a) direct obligations of, and obligations fully guaranteed by, the United States of America or any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America; (b) (i) demand and time deposits in, certificates of deposits of, bankers' acceptances issued by, or federal funds sold by, any depository institution or trust company incorporated under the laws of the United States of America, any State thereof or the District of Columbia or any foreign depository institution with a branch or agency licensed under the laws of the United States of America or any State, subject to supervision and examination by Federal and/or State banking authorities and having a rating of P-1 by Moody's, a rating of at least A-1 by S&P and a rating of at least F1 by Fitch at the time of such investment or contractual commitment providing for such investment or otherwise approved in writing by each Rating Agency or (ii) any other demand or time deposit or certificate of deposit that is fully insured by the Federal Deposit Insurance Corporation; (c) repurchase obligations with respect to (i) any security described in clause (a) above or (ii) any other security issued or guaranteed by an agency or instrumentality of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b)(i) above; (d) short-term securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States of America or any State, the short-term unsecured obligations of which have a rating of at least P-1 by Moody's, a rating of at least A-1 by S&P and a rating of at least F1 by Fitch at the time of such investment; provided, however, that securities issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held in the Reserve Account to exceed 10% of amounts held in the Reserve Account; (e) commercial paper having a rating of at least P-1 by Moody's, a rating of at least A-1 by S&P and a rating of least F1 by Fitch at the time of such investment or pledge as security; 23

(f) money market funds whose investments consist solely of one of the foregoing; or (g) any other investments approved in writing by each Rating Agency. "Permitted Transferee" is defined in Section 3.3(c). "Person" means any individual, corporation (including a business trust), limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, Governmental Authority, or any other form of entity. "Portfolio Yield" means, with respect to any Collection Period, the percentage equivalent to the amount computed as of the last day of such Collection Period by multiplying (i) 12 by (ii) (a) the aggregate amount of interest accrued (whether or not paid) with respect to all Eligible Mortgage Loans included in the Collateral during such Collection Period divided by (b) the daily average outstanding principal amount of all Eligible Mortgage Loans included in the Collateral during such Collection Period. "Primary Obligations" means, at the time determined, the sum of Principal Debt plus accrued and unpaid interest thereon through the end of the then current Interest Period, plus accrued and unpaid fees under Section 2.4(b). "Principal Debt" means, at the time determined, the unpaid principal balance of all Advances under this Restated Loan Agreement. "Principal Mortgage Documents" is defined in Section 3.2(b). "Program Documents" means, in the case of the Issuers, each Liquidity Agreement relating to this Restated Loan Agreement and the other documents executed and delivered in connection therewith, as each may be amended, supplemented or otherwise modified from time to time. "Property" means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible. "Pulte" means Pulte Homes, Inc., a Michigan corporation, and its successors and assigns (formerly known as Pulte Corporation). "Pulte Funding, Inc." has the meaning set forth in the preamble to this Restated Loan Agreement. "Pulte Mortgage Corporation" has the meaning set forth in the preamble to this Restated Loan Agreement. "Rating Agency" means S&P, Moody's and Fitch. 24

"Regulation T, U, X and Z," respectively, mean Regulation T, U, X and Z promulgated by the Federal Reserve Board as in effect from time to time, or any successor regulations thereto. "Regulatory Change" means, relative to any Affected Party: (a) any change in (or the adoption, implementation, change in the phase-in or commencement of effectiveness of) any: (i) United States federal or state law or foreign law applicable to such Affected Party; (ii) regulation, interpretation, directive, requirement or request (whether or not having the force of law) applicable to such Affected Party of (A) any court, government authority charged with the interpretation or administration of any law referred to in clause (a)(i) or (B) any fiscal, monetary or other authority having jurisdiction over such Affected Party; or (iii) GAAP or regulatory accounting principles applicable to such Affected Party and affecting the application to such Affected Party of any law, regulation, interpretation, directive, requirement or request referred to in clause (a)(i) or (a)(ii) above; (b) any change in the application to such Affected Party of any existing law, regulation, interpretation, directive, requirement, request or accounting principles referred to in clause (a)(i), (a)(ii) or (a)(iii) above; or (c) the issuance, publication or release of any regulation, interpretation, directive, requirement or request of a type described in clause (a)(ii) above to the effect that the obligations of any Bank under the applicable Liquidity Agreement are not entitled to be included in the zero percent category of off-balance sheet assets for purposes of any risk-weighted capital guidelines applicable to such Bank or any related Affected Party. "Required Reserve Account Amount" means (i) on any date that is not part of the Seasonal Period, 0.50% of the Maximum Facility Amount on such date, or (ii) on any date during the Seasonal Period, 0.50% of the Combined Facility Amount. "Requirement of Law" as to any Person means the articles of incorporation and by-laws or other organizational or governing documents of such Person, and any law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other determination, direction or requirement (including, without limitation, any of the foregoing that relate to energy regulations and occupational, safety and health standards or controls and any hazardous materials laws) of any Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject. 25

"Reserve Account" is defined in Section 2.8, it being understood that such account is assigned to the Administrative Agent pursuant to the Reserve Account Control Agreement and the Administrative Agent has the authority to direct the transfer of all funds in the Reserve Account. "Reserve Account Bank" means the institution then holding the Reserve Account pursuant to Section 2.8. "Reserve Account Control Agreement" means the Reserve Account Control Agreement, dated as of even date herewith, between the Borrower, the Servicer, the Administrative Agent and the Reserve Account Bank, substantially in the form attached hereto as Exhibit N, as amended, modified or supplemented. "Restated Agent Fee Letter" means the amended and restated letter agreement pertaining to fees of the Administrative Agent and CL New York, as Managing Agent, among the Borrower, the Administrative Agent and CL New York, as Managing Agent, as the same maybe amended, restated, supplemented or otherwise modified from time to time. "Restated Assignment of Account" is defined in the Collateral Agency Agreement. "Restated Collateral Agency Agreement" means the Amended and Restated Collateral Agency Agreement, dated as of the date hereof, among the Borrower, the Collateral Agent and the Administrative Agent, substantially in the form of Exhibit D hereto, as amended, supplemented, restated or otherwise modified from time to time. "Restated Loan Agreement" means this Amended and Restated Loan Agreement, as amended, modified or supplemented from time to time. "Restated Originator Performance Guaranty" means the Amended and Restated Originator Performance Guaranty, in the form attached hereto as Exhibit G-2, made by the Performance Guarantor in favor of the Borrower, and assigned to the Administrative Agent for the benefit of the Lenders. "Restated Performance Guaranties" means, collectively, the Restated Servicer Performance Guaranty, in the form attached hereto as Exhibit G-1, made by the Performance Guarantor in favor of the Administrative Agent for the benefit of the Lenders, and the Restated Originator Performance Guaranty, in the form attached hereto as Exhibit G-2, made by the Performance Guarantor in favor of the Borrower and assigned to the Administrative Agent for the benefit of the Lenders. "Restated Repurchase Agreement" means the Master Repurchase Agreement, dated as of December 22, 2000, and the Amended and Restated Addendum to the Master Repurchase Agreement, dated as of the date of this Restated Loan Agreement between the Originator, as Seller, and the Borrower, as purchaser, as the same may be amended, modified or restated from time to time. 26

"Restated Security Agreement" is defined in the Collateral Agency Agreement. "Restated Servicer Performance Guaranty" means the Amended and Restated Servicer Performance Guaranty, in the form attached hereto as Exhibit G-1, made by the Performance Guarantor in favor of the Administrative Agent for the benefit of the Lenders. "Restated Subordination Agreement" means the Amended and Restated Subordination Agreement, substantially in the form attached as Exhibit B hereto, executed by the Performance Guarantor and certain of its Affiliates in favor of the Borrower and the Administrative Agent for the benefit of the holders of the Obligations. "S&P" means Standard & Poor's Rating Services, a Division of The McGraw-Hill Companies, Inc., and any successor thereto. "Seasonal Advance" as defined in Section 2.20 of this Restated Loan Agreement. "Seasonal Availability" means at the time determined, the Seasonal Facility Amount minus the Principal Debt owed to the Seasonal Lenders. "Seasonal Bank" means initially Bank One, in its capacity as a bank under the Seasonal Facility, and its successors or assigns. "Seasonal Bank Commitment" means (a) with respect to Bank One, the amount set forth on Schedule I hereto, and (b) with respect to a Seasonal Bank that has entered into an Assignment and Acceptance, or otherwise becomes a party hereto, the amount set forth therein as such Seasonal Bank's Seasonal Bank Commitment, in each case as such amount may be reduced by each Assignment and Acceptance entered into between such Seasonal Bank and an Eligible Assignee, and as may be further reduced (or terminated) pursuant to the next sentence. Any reduction (or termination) of the Seasonal Facility Amount pursuant to the terms of this Restated Loan Agreement shall (unless otherwise agreed by all of the Seasonal Banks) reduce ratably (or terminate) each Seasonal Bank's Seasonal Bank Commitment. At no time shall the aggregate Seasonal Bank Commitments of all Seasonal Banks exceed the Seasonal Facility Amount. "Seasonal Bank Commitment Percentage" means, for any Seasonal Bank, as of any date, the amount obtained by dividing such Seasonal Bank's Seasonal Bank Commitment on such date by the aggregate Seasonal Bank Commitments of all Seasonal Banks on such date. As of the date of this Restated Loan Agreement, the Seasonal Bank Commitment Percentage for each Seasonal Bank is as set forth on Schedule II hereto. "Seasonal Borrowing" as defined in Section 2.20 of this Restated Loan Agreement. "Seasonal Drawdown Termination Date" means the earliest to occur of (a) the Seasonal Facility Termination Date and (b) for each Seasonal Period, the last day of such Seasonal Period. 27

"Seasonal Facility" means the borrowing facility provided by the Seasonal Lenders as described in Section 2.20 of this Restated Loan Agreement. "Seasonal Facility Amount" means, $50,000,000, as such amount may be reduced pursuant to Section 2.20(c). "Seasonal Facility Termination Date" means the earliest to occur of (a) August 23, 2005, or such earlier date determined in accordance with Section 2.20(b), (b) the date on which the Seasonal Facility Amount is terminated by the Borrower pursuant to Section 2.20(c), (c) the date, on or after the occurrence of an Event of Default, determined pursuant to Section 8.1 and (d) the Drawdown Termination Date. "Seasonal Issuer" means Jupiter, in its capacity as an issuer under the Seasonal Facility, and its successors or assigns. "Seasonal Period" means a period including (a) the last five (5) days of March through the first twenty-five (25) days of April, (b) the last five (5) days of June through the first twenty-five (25) days of July, (c) the last five (5) days of September through the first twenty-five (25) days of October, or (d) the last five (5) days of December through the first twenty-five (25) days of January; provided that a Seasonal Period will not occur unless the Borrower notifies the Administrative Agent, the Collateral Agent and the Seasonal Lenders five days in advance of such Seasonal Period that the Borrower will use the Seasonal Facility during such Seasonal Period. "Seasonal Lenders" means the Seasonal Issuer and the Seasonal Bank. "Seasoned Mortgage Loan" means, as of any date, a Mortgage Loan with a Mortgage Origination Date that is more than 180 days prior to such date. "Second Lien Loan" means a loan secured by a perfected Mortgage that is subordinate only to one other mortgage lien, which prior mortgage lien is held by Pulte Mortgage Corporation on the related mortgaged property. "Security Instruments" means (a) the Restated Collateral Agency Agreement, (b) the Restated Security Agreement, (c) the Restated Assignment of Account,(d) the Reserve Account Control Agreement, (e) the Collection and Paying Agreement, and (f) such other executed documents as are or may be necessary to grant to the Administrative Agent a perfected first, prior and continuing security interest in and to the Collateral and any and all other agreements or instruments now or hereafter executed and delivered by or on behalf of the Borrower in connection with, or as security for the payment or performance of, all or any of the Obligations, as amended, modified or supplemented. "Servicer" means at any time the Person then authorized pursuant to Section 11.1 to administer and collect Mortgage Loans on behalf of the Lenders. The initial Servicer shall be Pulte Mortgage Corporation 28

"Servicer Default" means (a) any Event of Default, to the extent relating to the Servicer, arising under Sections 8.1 (a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (u), (v) or (w) in each case, without giving effect to any provisions in such sections that make such sections applicable only so long as the Servicer and the Originator are the same entities, (b) if the Servicer is the Originator, the Performance Guarantor shall cease to own, directly or indirectly, at least 75% of each class of the outstanding capital stock of the Servicer, or (c) if the Servicer is the Originator, the Servicer's Net Worth shall be less than $10,000,000. "Servicer Fee" is defined in Section 2.4(b). "Servicer Monthly Report" is defined in Section 3.8. "Servicer Periodic Report" is defined in Section 3.10. "Settlement Date" means (a) for purposes of determining fees set forth in the Fee Letters, (i) the 10th day of each of October, January, April and July, commencing October 10, 2002 or, if such day is not a Business Day, the next succeeding Business Day, or (ii) on and after the Drawdown Termination Date, the 10th day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, provided, however, that the Administrative Agent may, with the consent of the Managing Agents, by notice to the Borrower and the Servicer, select other days to be Settlement Dates (including days occurring more frequently than once per month) and (b) for all other purposes, the 10th day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, commencing September 10, 2002, provided, however, on and after the Drawdown Termination Date, the Administrative Agent may, with the consent of the Managing Agents, by notice to the Borrower and the Servicer, select other days to be Settlement Dates (including days occurring more frequently than once per month) "Shipping Request" means the shipping request presented by the Borrower to the Collateral Agent substantially on one of the forms attached as Exhibits D-5A(a) and D-5A(b) (as amended, modified or supplemented from time to time as agreed to by the Administrative Agent, the Borrower and the Collateral Agent). "Shortfall Amount" means, with respect to the last day of any Interest Period or any Settlement Date, the excess, if any, of (a) all amounts due pursuant to (i) Section 2.7(c)(iii)(B) or Section 2.7(c)(iv)(C) on the last day of such Interest Period occurring prior to, on or after the Drawdown Termination Date, as applicable, (ii) 2.7(c)(iii)(A), (C), (D), or (H) on any such Settlement Date occurring prior to the Drawdown Termination Date or (iii) Section 2.7(c)(iv)(A), (B), (D), (E), or (G) on any such Settlement Date occurring on or after the Drawdown Termination Date, over (b) the sum of the collections then held by the Servicer for the Lenders and the Administrative Agent pursuant to Section 2.7(c)(ii) plus collected funds then on deposit in the Collection Account. 29

"Sixty-Day Default Ratio" means as of the end of any Collection Period, the ratio of (i) the principal amount of all Mortgage Loans with respect to which the Obligor is 60 or more days in payment default or has taken any action, or suffered any event of the type described in Section 8.1(f), (g) or (h) or is in foreclosure at such time, to (ii) the aggregate principal amount of all Mortgage Loans at such time. "Special Borrowing" is defined in Section 2.3(c). "Special Indemnified Amounts" is defined in Section 11.5. "Special Indemnified Party" is defined in Section 11.5 "Special Mortgage Loans" is defined in Section 2.3(c). "Subsidiary" means, with respect to any Person, any corporation or other entity of which securities having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person, or one or more of its Subsidiaries, or by such Person and one or more of its Subsidiaries. "Super Jumbo Loan" means a Jumbo Loan having an original principal balance equal to or in excess of $650,000 but less than $1,000,000. "Take-Out Commitment" means a current, valid, binding, enforceable, written commitment, issued by an Approved Investor, to purchase one or more Mortgage Loans from the Originator prior to the date that is 120 days (or 180 days to the extent Collateral Value may include Mortgage Loans that have been Eligible Mortgage Loans for more than 120 days pursuant to paragraph (f) of the definition of Collateral Value) from the date that such Mortgage Loan first becomes Eligible Mortgage Collateral and at a specified price and in amounts, form and substance reasonably satisfactory to the Managing Agents, which commitment is not subject to any term or condition (i) that is not customary in commitments of like nature or (ii) that, in the reasonably anticipated course of events, cannot be fully complied with prior to the expiration thereof, which commitment has been assigned to the Borrower (partial assignments being permitted so long as the amount assigned (together with all other Take-Out Commitments) fully covers the amount of the Eligible Mortgage Collateral) and in which a perfected and firstpriority security interest has been granted by the Borrower to the Administrative Agent; provided, that upon receipt of the actual written confirmation (each, a "Trade Confirmation") of such trade duly executed by the Originator and the trade counterparty, and promptly upon request of the Administrative Agent, the Originator must provide such trade confirmation to the Administrative Agent. The Administrative Agent, on behalf of the Lenders shall have the right, without notice, to review such Trade Confirmation at the office of, and with the officers of, the Originator during normal business hours. "Transaction Documents" means any of this Restated Loan Agreement, the Notes, the Restated Collateral Agency Agreement, the Restated Repurchase Agreement, the Restated Subordination Agreement, the Restated Originator Performance Guaranty, the Restated Servicer Performance Guaranty, the Fee Letters, the Original Loan Agreement, 30

the Original Notes, the Security Instruments, the Original Collateral Agency Agreement, the Original Repurchase Agreement, the Original Administrative Agent Fee Letter, the Original Subordination Agreement, the Original Servicer Performance Guaranty, the Original Originator Performance Guaranty and any and all other agreements or instruments now or hereafter executed and delivered by or on behalf of the Borrower in connection with, or as security for the payment or performance of any or all of the Obligations, as any of such documents may be renewed, amended, restated or supplemented from time to time. "Transfer Request" is defined in Section 3.3(a). "UCC" means the Uniform Commercial Code as adopted in the applicable state, as the same may hereafter be amended. "Uncovered Mortgage Loan" means a Mortgage Loan that would be an Eligible Mortgage Loan but for the expiration, forfeiture, termination, or cancellation of, or default under, the relevant Take-Out Commitment. "VA" means the Department of Veterans Affairs, or any successor thereto. "VA Loan" means a Mortgage Loan, the payment of which is partially or completely guaranteed by the VA under the Servicemen's Readjustment Act of 1944, as amended, or Chapter 37 of Title 38 of the United States Code or with respect to which there is a current binding and enforceable commitment for such a guaranty issued by the VA. "Warehouse Credit Agreement" means the Third Amended and Restated Revolving Credit Agreement dated as of March 31, 2000, as amended from time to time, with Bank One as administrative agent, PMC and certain lenders named therein. 1.2. Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Restated Loan Agreement have the above-defined meanings when used in the Notes or any other Transaction Document, certificate, report or other document made or delivered pursuant hereto. (b) The words "hereof," "herein," "hereunder" and similar terms when used in this Restated Loan Agreement shall refer to this Restated Loan Agreement as a whole and not to any particular provision of this Restated Loan Agreement, and article, section, subsection, schedule and exhibit references herein are references to articles, sections, subsections, schedules and exhibits to this Restated Loan Agreement unless otherwise specified. (c) As used herein, in the Notes or in any other Transaction Document, certificate, report or other document made or delivered pursuant hereto, accounting terms relating to any Person and not specifically defined in this Restated Loan Agreement or therein shall have the respective meanings given to them under GAAP. 31

(d) All accounting and financial terms used -- and compliance with each financial covenant -- in the Transaction Documents shall be determined under GAAP; however, unless the Administrative Agent has agreed (in writing) to the contrary, the determinations concerning the financial covenants found in Sections 7.1 and 7.10 and the Net Worth of the Servicer (so long as the Originator is the Servicer), including determinations of Deferred Income under SFAS 91 and SFAS 122, shall be made under GAAP, and SFAS 91 and SFAS 122, as in effect on the date of this Restated Loan Agreement. All accounting principles shall be applied on a consistent basis so that the accounting principles in a current period are comparable in all material respects to those applied during the preceding comparable period. ARTICLE II AMOUNT AND TERMS OF COMMITMENT 2.1. Maximum Facility Amount. (a) Subject to the terms of this Restated Loan Agreement and so long as (i) the total Principal Debt related to the Facility (other than the Seasonal Facility) does not exceed the Maximum Facility Amount, (ii) the Principal Debt owed to the Lenders other than the Seasonal Lenders never exceed the total Collateral Value of all Eligible Mortgage Collateral, (iii) no Borrowing ever exceeds the Availability, and (iv) Borrowings are only made on Business Days before the Drawdown Termination Date, each Issuer may, each in its sole discretion, make an Advance ratably in accordance with the Bank Commitment of its Group Bank, and if an Issuer does not make such Advance, its Group Banks shall, ratably in accordance with their Bank Commitments, make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as each Borrowing is the least of (x) the Availability, (y) the Available Collateral Value as of such date, and (z) $15,000,000 or an integral multiple of $10,000 in excess thereof. Within the limits of the Maximum Facility Amount, the Borrower may borrow, prepay (whether pursuant to Section 2.5 or Section 3.3(a) of this Restated Loan Agreement or otherwise), and reborrow under this Section 2.1. (b) The Borrower may, from time to time by written request to the Lenders, the Managing Agents, and the Administrative Agent (each such notice being an "Extension Request") given not later than 90 days and not sooner than 120 days prior to each Annual Extension Date, request an extension of the then applicable Annual Extension Date. If the Lenders, the Managing Agents, and the Administrative Agent consent, in their sole discretion, to such Extension Request, then (x) the Drawdown Termination Date shall not occur as of the then applicable Annual Extension Date and (y) the Annual Extension Date shall be extended as described in the definition of "Annual Extension Date." Any such extension may be accompanied by such additional fees as the parties shall mutually agree. Notwithstanding anything else to the contrary, the Drawdown Termination Date shall occur automatically, without further action on the part of the Lenders, the Managing Agents or the Administrative Agent, on the then current Annual Extension Date unless an Extension Request has been granted pursuant to this paragraph. If the Lenders in the Bank One Group decline to consent to an extension requested pursuant to this Section 2.1, but the Lenders in the CL New York Group nevertheless desire to consent to the extension or confirmation, then the extension shall be granted, and at the option of the Managing Agent of the CL New York Group, either (a) the Maximum Facility 32

Amount shall be reduced by the Bank Commitments of the Banks in the Bank One Group on the anniversary date immediately following the Extension Request or (b) the Managing Agent of the CL New York Group shall find a replacement for the Bank One Group. If the Lenders in the CL New York Group decline to consent to the extension, but the Lenders in the Bank One Group nevertheless desire to consent to the extension, then the extension shall be granted, and CL New York shall cease to be the Administrative Agent and Bank One shall become the Administrative Agent hereunder, and, at the option of the Managing Agent of the Bank One Group, either (a) the Maximum Facility Amount shall be reduced by the Bank Commitments of the Banks in the CL New York Group on the anniversary date immediately following the Extension Request or (b) the Managing Agent of the Bank One Group shall find a replacement for the CL New York Group. To the extent that a Group Bank declines to extend the Drawdown Termination Date, the Obligations of such Group Bank will be repaid pursuant to Section 2.7(c)(iii) hereof. (c) The Borrower may, upon at least thirty (30) days prior irrevocable notice to the Managing Agents and the Administrative Agent, but no more than once every three months, reduce the Maximum Facility Amount; provided, however, that each partial reduction shall be in the aggregate amount of $10,000,000 or integral multiples of $1,000,000 in excess thereof; provided further, however that no such reduction shall reduce the Maximum Facility Amount below the greater of (i) the total Principal Debt owed to the Lenders (other than the Seasonal Lenders) and (ii) $75,000,000. Any partial reduction in the Maximum Facility Amount will reduce the Bank Commitment of each Bank Group ratably. (d) The Borrower may, upon at least thirty (30) days' prior irrevocable notice to the Administrative Agent and the Managing Agents, terminate the Maximum Facility Amount in its entirety upon payment in full of all Obligations. 2.2. Promissory Notes. The Advances made by each of the Lenders related to each Group pursuant to this Article II shall be evidenced by separate Notes each substantially in the form set forth in Exhibit E-1 (in the case of Lenders in the CL New York Group) or Exhibit E-2 (in the case of Lenders in the Bank One Group) hereto, each in the maximum principal amount of such Group's related Issuer Facility Amount or substantially in the form set forth in Exhibit E3 (in the case of the Seasonal Lenders) hereto, in the Seasonal Facility Amount. Each Managing Agent on behalf of the Lenders in its Group shall record in its records the date and amount of each Advance to the Borrower and each repayment thereof. The information so recorded shall be rebuttable presumptive evidence of the accuracy thereof. The failure to so record, in the absence of manifest error, any such information or any error in so recording any such information shall not, however, limit or otherwise affect the obligations of the Borrower hereunder or under the Notes to pay the principal of all Advances, together with interest accruing thereon. 2.3. Notice and Manner of Obtaining Borrowings. (a) Borrowings. (i) The Borrower shall give the Administrative Agent and each Managing Agent notice of each request for a Borrowing (including a Seasonal 33

Borrowing), pursuant to a Borrowing Request, and in accordance with the provisions of Section 4.2 hereof. On the Borrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, each Issuer may, in its sole discretion, make available to its Managing Agent at the office of its Managing Agent set forth in Section 13.1, in immediately available funds, its pro rata share of the Borrowing. On the Borrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, with respect to each requested Seasonal Borrowing, the Seasonal Issuer may, in its sole discretion, make available to its Managing Agent at the office of its Managing Agent set forth in Section 13.1, in immediately available funds, its pro rata share of the Borrowing. (ii) In the event that an Issuer shall elect not to fund an Advance (including a Seasonal Borrowing) requested by the Borrower, each Group Bank of such Issuer agrees that it shall, on the Borrowing Date specified in the Borrowing Request and subject to all other terms and conditions of this Restated Loan Agreement, make available to its Managing Agent at the office of its Managing Agent set forth in Section 13.1, in immediately available funds, an amount equal to the product of (x) such Bank's Bank Commitment Percentage or Seasonal Bank's Bank Commitment Percentage of the Group Bank Commitment Percentage, multiplied by (y) the portion of such Borrowing that such Issuer or Seasonal Issuer has elected not to fund. (iii) After each Managing Agent's receipt of funds pursuant to the preceding paragraph (i) or (ii) and upon fulfillment of the applicable conditions set forth in Article IV, each Managing Agent will make such funds available to the Borrower a like amount of immediately available funds. So long as the Borrower is otherwise entitled to make a specific Borrowing, Borrowing Requests that are received by each Managing Agent by 4:00 p.m. (eastern time) on a Business Day will be funded on the next Business Day following receipt of the Borrowing Request. (iv) Notwithstanding the foregoing, a Bank or Seasonal Bank shall not be obligated to make Advances under this Section 2.3 at any time to the extent that the principal amount of all Advances made by such Bank or Seasonal Bank would exceed such Bank's Bank Commitment or Seasonal Bank's Seasonal Bank Commitment less the outstanding and unpaid principal amount of any loans or purchases made by such Bank or Seasonal Bank under a Liquidity Agreement. Each Bank's or Seasonal Bank's obligation shall be several, such that the failure of any Bank or Seasonal Bank to make available to the Borrower any funds in connection with any Borrowing shall not relieve any other Group Bank of its obligation, if any, hereunder to make funds available on the date of such Borrowing, but no Group Bank shall be responsible for the failure of any other Group Bank to make funds available in connection with any Borrowing. (b) Type of Loan. (i) Each Advance by an Issuer shall initially be funded by the issuance of Commercial Paper Notes by such Issuer. 34

(ii) Each Advance by a Bank shall be either a Base Rate Advance or a Eurodollar Advance, as determined pursuant to Section 2.15(b). (c) Special Borrowings. The Borrower may from time to time request that certain Borrowings be funded prior to the delivery to the Collateral Agent of the corresponding Principal Mortgage Documents (individually, a "Special Borrowing"; collectively, "Special Borrowings"). Advances in respect of Special Borrowings shall be made in accordance with Section 2.3(a), subject to the terms and conditions of this Restated Loan Agreement, including, without limitation, the following additional terms and conditions: (i) Pursuant to an Assignment, the Borrower shall grant to the Administrative Agent for the benefit of the holders of the Obligations, from the Borrowing Date of each Special Borrowing, a perfected, first-priority security interest in the Mortgage Loans identified in Schedule II to said Assignment (such Mortgage Loans being sometimes called "Special Mortgage Loans"; (ii) The Assignment in connection with the Borrowing Request delivered by the Borrower to the Administrative Agent and the Collateral Agent, pursuant to which the Borrower requests a Special Borrowing, shall describe the Mortgage Note or Mortgage Notes to be delivered to the Collateral Agent in connection therewith by the loan number assigned by the Originator, original principal amount, the amount funded (minus discount points paid to the Originator) by the Originator, Obligor's name and interest rate; (iii) Within nine (9) Business Days after the date that each Assignment is delivered (and inclusion of the related Special Mortgage Loan within the computation of Collateral Value as reported on the Collateral Agent Daily Report), to Collateral Agent, the Borrower shall deliver to the Collateral Agent the Principal Mortgage Documents pertaining to any Special Mortgage Loan identified on Schedule II of such Assignment; and (iv) The Borrower shall not request any Special Borrowing, and no Special Borrowing shall be made, in respect of any Mortgage Loan that is closed with an escrow agent other than the relevant title insurance company, unless at the time of such request, the Borrower is entitled to the benefit of Closing Protection Rights with provisions substantially similar to one of the prescribed sets of rights set forth in Exhibit N to this Restated Loan Agreement or as otherwise reasonably required by the Administrative Agent (it being understood that pursuant to the Restated Security Agreement, the Administrative Agent has a security interest in all Closing Protection Rights). Each request by the Borrower for a Special Borrowing shall be automatically deemed to constitute a representation and warranty by the Borrower to the effect that immediately before and after giving effect to such Borrowing, the terms and conditions specified in the foregoing clauses (i) through (iv) and specified in Section 4.2 are and shall be satisfied in full as of the related Borrowing Date. 35

(d) Failure to Deliver Principal Mortgage Documents. The failure to deliver Principal Mortgage Documents by the ninth Business Day, as required by subparagraph ((iii)) of Section 2.3(c) and elsewhere in this Restated Loan Agreement, shall not be treated as a Default or an Event of Default so long as each Managing Agent is satisfied that each such failure, when considered in the light of past and other contemporaneous failures, does not have a Material Adverse Effect; however, (i) if any such Principal Mortgage Documents related to such Special Mortgage Loans are not so delivered on a timely basis, the Borrower shall make a mandatory prepayment or deliver additional Mortgage Assets so that after giving effect thereto, the Collateral Value of Eligible Mortgage Collateral (excluding such Special Mortgage Loans) shall equal or exceed the Principal Debt, and (ii) the Special Mortgage Loan shall not be an Eligible Mortgage Loan and shall have a Collateral Value of zero until such Principal Mortgage Documents shall have been delivered to the Collateral Agent in connection with a subsequent Borrowing. The Borrower diligently shall pursue delivery to the Collateral Agent of all Principal Mortgage Documents pertaining to any Special Borrowings. 2.4. Fees. (a) The Borrower shall pay to the Administrative Agent and each Managing Agent (for itself and the Lenders for which it acts) the fees set forth in the related Fee Letters, such fees to be payable pursuant to Section 2.7(c). (b) The Borrower shall pay to the Servicer a fee (the "Servicer Fee") of 0.25% per annum on the aggregate outstanding principal balance of the Eligible Mortgage Loans from the date hereof until the Principal Debt is paid in full, payable monthly in arrears on each Settlement Date. The Servicer Fee shall be payable only from Collections pursuant to, and subject to the priority of payments set forth in, Section 2.7(c). 2.5. Prepayments. (a) Optional Prepayments. The Borrower may, at any time and from time to time with five (5) Business Days' notice to the Administrative Agent and the Managing Agent, prepay the Advances in whole or in part, in the aggregate amount of $1,000,000 or integral multiples of $100,000 in excess thereof, without premium or penalty; provided, that the Borrower may not prepay any Advance bearing interest at the Commercial Paper Rate on any day other than the last day of the Interest Period with respect thereto. Notwithstanding the foregoing, any prepayment made hereunder shall be accompanied by accrued interest on the principal amount being prepaid. After giving notice that a prepayment will be made, the Borrower shall be liable to each Affected Party for any Consequential Loss resulting from such prepayment or the failure to make a prepayment designated in any such notice. (b) Mandatory Prepayments. The Borrower shall immediately make a mandatory prepayment on the Principal Debt owed to the Lenders if at any time, and to the extent that, (i) the Principal Debt owed to the Lenders other than the Seasonal Lenders exceeds the Maximum Facility Amount, (ii) the Principal Debt owed to the Seasonal Lenders exceeds the Seasonal Facility Amount or (iii) the Principal Debt exceeds the total Collateral Value of all 36

Eligible Mortgage Collateral. The Borrower shall be liable for any Consequential Loss resulting from any such prepayment. 2.6. Business Days. If the date for any payment under this Restated Loan Agreement falls on a day that is not a Business Day, then for all purposes of the Notes and this Restated Loan Agreement the same shall be deemed to have fallen on either (a) the next following Business Day, and such extension of time shall in such case be included in the computation of payments of interest and fees or (b) if the next following Business Day is in another calendar month and payment is being made with respect to a Eurodollar Advance, then on the immediately previous Business Day. 2.7. Payment Procedures. (a) In General. Subject to the provisions of this Section 2.7, all payments on the Principal Debt and interest and fees under the Notes and this Restated Loan Agreement shall be made by the Borrower (or the Collateral Agent or the Servicer on behalf of the Borrower) to the related Managing Agent for the account of the Lenders represented by such Managing Agent. All such payments shall be made before 4:00 p.m. (eastern time) on the respective due dates in federal or other funds immediately available by that time of day and at each Managing Agent's Account. Funds received after 4:00 p.m. (eastern time) shall be treated for all purposes as having been received by a Managing Agent on the Business Day next following the date of receipt of such funds from the Borrower. All payments made by the Borrower under this Restated Loan Agreement and the Notes shall be without setoff, deduction or counterclaim and the Borrower agrees to pay on demand any present or future stamp or documentary taxes or any other taxes, levies, imposts, duties, charges or fees which arise from payment made hereunder or under the Notes or from the execution or delivery or otherwise with respect to this Restated Loan Agreement or the Notes. (b) The Borrower shall establish and maintain an account (the "Collection Account") with the Collection Account Bank, which account shall be titled "Pulte Funding, Inc." The Collection Account shall be a fully segregated trust account, unless the Collection Account Bank shall be an Eligible Institution having short-term debt ratings from S&P, Moody's and Fitch no lower than A-1/P-1/F1, in which case the account need not be a trust account. The Collection Account shall be under the control of the Administrative Agent pursuant to the Restated Assignment of Account, and the Borrower shall have no right, title or interest in, or any right to withdraw any amount from, the Collection Account. The Servicer shall have no right to access the Collection Account except as otherwise contemplated in Section 2.7(c). (c) Collections. (i) The Servicer shall administer Collections in accordance with the provisions of this Section 2.7. (ii) The Servicer shall hold, on behalf of the Lenders and the Administrative Agent, from Collections received by it with respect to any Mortgage Asset, amounts necessary to make payments on the following Settlement Date (or end of the related Interest Period) pursuant to Section 2.7(c)(iii) or (iv). Such amounts shall be 37

deposited into the Collection Account no later than such Settlement Date or at the end of such Interest Period, or, on or after the Drawdown Termination Date or upon the occurrence and during the continuation of an Event of Default, within one Business Day after receipt by the Servicer. (iii) Prior to the Drawdown Termination Date, the Servicer shall withdraw funds from the Collection Account (to the extent of collected funds therein) and shall make payments from the Collection Account at the following times and in the following order of priority: (A) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent to an account designated by the Collateral Agent. (B) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or any Eurodollar Advance, the Servicer shall deposit an amount equal to accrued interest on such Advance, which amount shall be paid to the applicable Managing Agent's Account for the related Lenders. On each Settlement Date, the Servicer shall deposit an amount equal to accrued interest on each Advance that bears interest at the Alternate Base Rate to the applicable Managing Agent's Account. (C) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, to (i) Bank One, as a Managing Agent under the Managing Agent Fee Letter shall be paid to Bank One's Managing Agent's Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the Restated Agent Fee Letter to the CL New York's Managing Agent's Account. (D) On each Settlement Date on which the Required Reserve Account Amount exceeds the amount then on deposit in the Reserve Account, the Servicer shall deposit an amount equal to such excess to the Reserve Account. (E) On each Settlement Date, if the Seasonal Drawdown Termination Date shall have occurred and be continuing, an amount equal to the unpaid Principal Debt payable to the Seasonal Lenders shall be paid to the Managing Agent's Account related to the Seasonal Lenders until the Principal Debt owing to the Seasonal Lenders is reduced to zero; provided that, if the application of such amounts to the reduction of the Principal Debt owed to the Seasonal Lenders would cause a Default or an Event of Default to occur or there would otherwise be a Default or Event of Default in existence, then, instead of such application, Collections shall be paid to each Managing Agent's Account pro rata in proportion to the outstanding 38

Principal Debt (including Seasonal Advances) owing to the Lenders in each Group. (F) On each Settlement Date, if the Group Banks in any Group have not consented to an extension of the Drawdown Termination Date, but the Group Banks in the other Group have so consented and such nonextending Lenders have not assigned their respective Advances and Bank Commitments to one or more other Lenders in accordance with Section 2.1(b) and Section 13.9, the Servicer shall deposit an amount equal to the unpaid balance of all Primary Obligations owing to the non-extending Lenders to the related Managing Agent's Account. (G) To the extent not previously paid, on each Settlement Date, the Servicer shall deposit any amounts, other than those listed in clauses (A), (B) and (C) above and other than principal on the Advances, that are then due and payable and of which the Servicer has received prior written notice, including without limitation additional costs under Section 2.16, any additional interest under Section 2.17, Consequential Losses under Section 2.18, indemnities under Section 10.1 and costs, expenses and taxes under Section 13.19, to the applicable Managing Agent's Account. (H) On each Settlement Date, the Servicer shall withdraw from the Collection Account for its own account an amount equal to accrued Servicing Fee then due and payable. (iv) On the Drawdown Termination Date and thereafter, the Administrative Agent shall make payments from the Collection Account (to the extent of collected funds therein) at the following times and in the following order of priority: (A) On each Settlement Date, if the Servicer is not the Originator or an Affiliate of the Originator, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (B) To the extent not previously paid, on each Settlement Date, an amount equal to the costs, fees and expenses then due and payable to the Collateral Agent shall be paid to an account designated by the Collateral Agent. (C) On the last day of each Interest Period for any Advance that bears interest at the Commercial Paper Rate or for any Eurodollar Advance, an amount equal to accrued interest on each such Advance shall be paid to the applicable Managing Agent's Account. On each Settlement Date, an amount equal to accrued interest on Advances that bear interest at the Alternate Base Rate shall be paid to the applicable Managing Agent's Account. 39

(D) On each Settlement Date, an amount equal to the unpaid principal balance of all Advances made by Lenders shall be paid to the applicable Managing Agent's Account. (E) To the extent not previously paid, on each Settlement Date, an amount equal to the fees, costs and expenses then due and payable, on a pro rata basis, (i) to Bank One as a Managing Agent, under the Managing Agent Fee Letter shall be paid to Bank One's Managing Agent's Account and (ii) to the Administrative Agent and CL New York, as a Managing Agent, under the Agent Fee Letter shall be paid to the CL New York's Managing Agent's Account. (F) To the extent not previously paid, on each Settlement Date, any amounts of the type described in Section 2.7 (c)(iii)(iii)(G) are then due and payable and any other unpaid Obligations shall be paid to the applicable Managing Agent's Account. (G) On the Settlement Date on which all Obligations are paid in full, if the Servicer is the Originator or an Affiliate of the Originator, an amount equal to accrued Servicing Fee then due and payable shall be paid to the Servicer. (v) Upon receipt of funds deposited into its Managing Agent's Account, each Managing Agent shall distribute such funds to the Lenders in its Group or to itself for application to the Obligations in accordance with the order of priority set forth in Section 2.7(c)(iii) or (iv), as applicable. (d) Interest Payments. Interest on each Advance that bears interest at the Commercial Paper Rate and interest on each Eurodollar Advance shall be due and payable on the last day of the Interest Period applicable to such Advance. Interest on each Advance that bears interest at a rate based on the Alternate Base Rate shall be due and payable in arrears on each Settlement Date, on the Drawdown Termination Date and, thereafter, on demand. (e) Payments from Collection Account. To effect payments (including prepayments) hereunder, the Borrower or the Servicer may request the Administrative Agent to remit the collected funds (if any) then held on deposit in the Collection Account. 2.8. The Reserve Account. (a) Establishment. An account (the "Reserve Account") shall be established with Bank One, NA. The Borrower, the Servicer, Administrative Agent and the Reserve Account Bank have entered into the Reserve Account Control Agreement. The Reserve Account is and shall be under the control of the Administrative Agent, and the Borrower has and shall have no right, title or interest in, or any right to withdraw any amount from, the Reserve Account. 40

(b) Taxation. The taxpayer identification number associated with the Reserve Account shall be that of the Borrower, and the Borrower will report for federal, state and local income tax purposes the income, if any, earned on funds in the Reserve Account. (c) New Reserve Account. In the event the Reserve Account Bank ceases to be an Eligible Institution, the Borrower shall, within ten days after learning thereof, establish a new Reserve Account (and transfer any balance and investments then in the Reserve Account to such new Reserve Account) at another Eligible Institution. (d) Statements for Reserve Account. On a monthly basis, the Servicer shall cause the Reserve Account Bank to provide the Borrower, the Servicer and the Managing Agents with a written statement with respect to the preceding calendar month regarding the Reserve Account in a form customary for statements provided by the Reserve Account Bank for other accounts held by it, which statement shall include, at a minimum, the amount on deposit in the Reserve Account, and the dates and amounts of all deposits, withdrawals and investment earnings with respect to the Reserve Account. (e) Payments from Reserve Account. (i) On the Business Day preceding the last day of each Interest Period and each Settlement Date, the Servicer will determine whether any Shortfall Amount will arise with respect to such Interest Period or Settlement Date and will give the Administrative Agent notice of the amount thereof by noon New York City time. By 2:00 p.m. New York City time on the Business Day prior to the last day of each Interest Period and each Settlement Date on which the amount of the Shortfall Amount is greater than zero, the Servicer shall notify the Reserve Account Bank requesting payment thereof. To the extent funds are available in the Reserve Account, the Servicer shall cause the Reserve Account Bank to pay the amount requested to the applicable Managing Agent's Account, as specified by the Administrative Agent, by 2:00 p.m. New York City time on the last day of such Interest Period or on such Settlement Date. (ii) On each Settlement Date prior to the Drawdown Termination Date on which the funds on deposit in the Reserve Account exceed the Required Reserve Account Amount (after giving effect to any payments pursuant to Section 2.8(e)(i)), the Servicer may withdraw and pay to the Borrower any such excess from the Reserve Account. (f) Payments to Reserve Account. On the date hereof, the Borrower shall remit to the Reserve Account immediately available funds so that the amount on deposit in the Reserve Account equals the Required Reserve Account Amount. Additional payments shall be deposited to the Reserve Account from time to time pursuant to Section 2.7(c)(iii)(D). (g) Pledge. The Borrower hereby pledges and assigns to the Administrative Agent for the benefit of the Lenders, and hereby grants to the Administrative Agent for the benefit of the Lenders, a security interest in, all of the Borrower's right, title and interest in and to the Reserve Account, including, without limitation, all funds on deposit therein, all investments arising out of such funds, all interest and any other income arising therefrom, all 41

claims thereunder or in connection therewith, and all cash, instruments, securities, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of such account, such funds or such investments, and all money at any time in the possession or under the control of, or in transit to such account, or any bailee, nominee, agent or custodian of the Reserve Account Bank, and all proceeds and products of any of the foregoing. Except as provided in the preceding sentence, the Borrower may not assign, transfer or otherwise convey its rights under this Restated Loan Agreement to receive any amounts from the Reserve Account. (h) Termination of Reserve Account. On the date following the Drawdown Termination Date on which all Obligations have been paid in full, all funds then on deposit in the Reserve Account shall be paid to the Borrower, and the Reserve Account shall be closed. 2.9. Interest Allocations. Each Managing Agent shall, from time to time and in its sole discretion, determine whether interest in respect of the Advances then outstanding and owing to the Lenders in the related Group, or any portion thereof, shall be calculated by reference to the Commercial Paper Rate (such portion of the Principal Debt being herein called a "CP Allocation"), the Eurodollar Rate or the Alternate Base Rate (such portion of the Principal Debt as shall be calculated based on the Alternate Base Rate or the Eurodollar Rate collectively, being herein called an "ABR Allocation"; provided, however, that each Advance made by a Bank hereunder shall be allocated to the ABR Allocation. Each Managing Agent shall provide the Borrower with reasonably prompt notice of the allocations made by it pursuant to this Section 2.9. Following designation by each Managing Agent of any Advance, or any portion thereof, as being a CP Allocation, the Borrower may, at all times that such designation remains in effect, consult with such Managing Agent as to the number and length of Interest Periods relating to such CP Allocation. In selecting such Interest Periods, each Managing Agent shall use reasonable efforts, taking into account market conditions, to accommodate the Borrower's preferences; provided, however, that each Managing Agent shall have the ultimate authority to make all such selections. 2.10. Interest Rates. Except where specifically otherwise provided, each CP Allocation shall bear interest for the related Interest Period at a rate per annum equal to the Commercial Paper Rate applicable to such Interest Period, and each ABR Allocation shall bear interest at either the Eurodollar Rate plus the Bank Spread, or the Alternate Base Rate; provided, however, that in no event shall the rate of interest with respect to any Advance or portion thereof exceed the Maximum Rate. Each change in the Alternate Base Rate and Maximum Rate, subject to the terms of this Restated Loan Agreement, will become effective, without notice to the Borrower or any other Person, upon the effective date of such change. 2.11. Quotation of Rates. It is hereby acknowledged that an officer or other individual appropriately designated by an officer previously identified to a Managing Agent in a certificate of incumbency or other appropriately designated officer of the Borrower may call such Managing 42

Agent from time to time in order to receive an indication of the rates then in effect, but such indicated rates shall neither be binding upon such Managing Agent nor the Lenders nor affect the rate of interest which thereafter is actually in effect. 2.12. Default Rate. So long as any Event of Default exists, all Obligations shall bear interest at the Default Rate until paid, regardless of whether such payment is made before or after entry of a judgment. 2.13. Interest Recapture. If the designated rate applicable to any Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall be limited to the Maximum Rate, but any subsequent reductions in such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the total amount of interest accrued thereon equals the amount of interest that would have accrued thereon if such designated rate had at all times been in effect. If at maturity (stated or by acceleration), or at final payment of the Notes, the total amount of interest paid or accrued is less than the amount of interest that would have accrued if such designated rates had at all times been in effect, then, at such time and to the extent permitted by applicable Governmental Requirements, the Borrower shall pay an amount equal to the difference between (a) the lesser of the amount of interest that would have accrued if such designated rates had at all times been in effect and the amount of interest that would have accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest actually paid or accrued on the Notes. 2.14. Interest Calculations. All computations of interest and any other fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed; provided, however, that any calculations of interest based on the rate set forth in clause (a) of the definition of Alternate Base Rate shall be made on the basis of a year of 365/366 days for the actual number of days (including the first day but excluding the last day) elapsed. All such determinations and calculations by the Administrative Agent and the Managing Agents shall be conclusive and binding absent manifest error. 2.15. Interest Period. (a) "Interest Period" means with respect to any Advance included in the CP Allocation, each period (i) commencing on, and including, the date that such Advance was initially designated by the related Managing Agent as comprising a part of the CP Allocation hereunder, or the last day of the immediately preceding Interest Period for such Advance (whichever is latest); and (ii) ending on, but excluding, the date that falls such number of days (not to exceed 30 days) thereafter as such Managing Agent shall select; provided, however, that no more than ten Interest Periods (five per Issuer) shall be in effect at any one time with respect to Advances included in the CP Allocation provided, however, that no Interest Period with respect to the Seasonal Facility shall extend beyond the end of each Seasonal Period. 43

(b) "Interest Period" means with respect to any Advance included in the ABR Allocation, a period of one month, which Advance shall be a Eurodollar Advance, unless: (i) on or prior to the first day of such Interest Period the Lender with respect to such Advance shall have notified the Administrative Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other governmental authority asserts that it is unlawful, for such Lender to fund such Advance at the Eurodollar Rate (and such Lender shall not have subsequently notified the Administrative Agent and Managing Agents that such circumstances no longer exist), or (ii) the Borrower shall have requested a Base Rate Advance or an Interest Period shorter than one month, or (iii) the Administrative Agent and Managing Agents do not receive notice, by no later than 12:00 noon (New York City time) on the third Business Day preceding the first day of such Interest Period, that the related Advance will not be funded by issuance of Commercial Paper Notes, or (iv) the principal amount of such Advance is less than $500,000, or (v) an Event of Default shall have occurred and be continuing, in which case (if any of the foregoing events occurs) such Advance shall be a Base Rate Advance having a duration not in excess of 31 days as selected by the Borrower (unless an Event of Default shall exist, in which case such duration shall be selected by the applicable Managing Agent). (c) Notwithstanding any provision in this Restated Loan Agreement to the contrary, (x) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day (provided, however, if interest in respect of such Interest Period is computed by reference to the Eurodollar Rate, and such Interest Period would otherwise end on a day that is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Interest Period shall end on the immediately preceding Business Day); (y) any Interest Period that commences before the Drawdown Termination Date and would otherwise end after the Drawdown Termination Date shall end on the Drawdown Termination Date; and (z) the duration of each Interest Period that commences on or after the Drawdown Termination Date shall be of such duration as shall be selected by the applicable Managing Agents and communicated by notice to the Borrower. 2.16. Additional Costs. (a) If any Regulatory Change occurring after the date hereof: (i) shall subject an Affected Party to any tax, duty or other charge with respect to any Advance to or funded by it, or any obligations or right to make Advances hereunder or to provide funding therefor, or shall change the basis of taxation of payments to the Affected Party of any amounts in respect of a Lender's principal or 44

interest owed to or funded by it or any other amounts due under this Restated Loan Agreement in respect of any Advance funded by it or its obligations or rights, if any, to make Advances or to provide funding therefor (except for changes in the rate of tax on the overall net income of such Affected Party imposed by the United States of America, by the jurisdiction in which such Affected Party's principal executive office is located and, if such Affected Party's principal executive office is not in the United States of America, by the jurisdiction where such Affected Party's principal office in the United States is located); or (ii) shall impose, modify or deem applicable any reserve (other than reserve requirements referred to in Section 2.17), special deposit or similar requirement against assets of any Affected Party, deposits or obligations with or for the account of any Affected Party or with or for the account of any affiliate (or entity deemed by the Federal Reserve Board to be an affiliate) of any Affected Party, or credit extended by any Affected Party; or (iii) shall change the amount of capital maintained or required or requested or directed to be maintained by any Affected Party; or (iv) shall change the rates for, or the manner in which the Federal Deposit Insurance Corporation (or any successor thereto) assesses deposit insurance premiums or similar charges; or (v) shall impose any other condition affecting any Advance funded by any Affected Party, or its obligations or rights, if any, to make Advances or to provide funding therefor; and the result of any of the foregoing is or would be: (x) to increase the cost to or impose a cost on (I) an Affected Party funding or making or maintaining any Advances or any liquidity loan to an Issuer or any commitment of such Affected Party with respect to any of the foregoing, or (II) the Administrative Agent for continuing its, or the Borrower's, relationship with the Lenders, (y) to reduce the amount of any sum received or receivable by an Affected Party under this Restated Loan Agreement or any Note, or under the Liquidity Agreement with respect thereto, or (z) in the sole determination of such Affected Party, to reduce materially the rate of return on the capital of an Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which such Affected Party could otherwise have achieved, then within thirty days after demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis of such demand), the Borrower shall pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such additional or increased cost or such reduction. 45

(b) Each Affected Party will promptly notify the Borrower, the applicable Managing Agent and the Administrative Agent of any event of which it has knowledge that will entitle such Affected Party to compensation pursuant to this Section 2.16; provided, however, no failure to give or delay in giving such notification shall adversely affect the rights of any Affected Party to such compensation. (c) In determining any amount provided for or referred to in this Section 2.16, an Affected Party may use any averaging and attribution methods that it (in its sole discretion) shall deem applicable. Any Affected Party when making a claim under this Section 2.16 shall submit to the Borrower a statement as to such increased cost or reduced return (including calculation thereof), which Statement shall, in the absence of manifest error, be conclusive and binding upon the Borrower. 2.17. Additional Interest on Advances Bearing a Eurodollar Rate. The Borrower shall pay to any Affected Party, so long as such Affected Party shall be required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal of each Advance or portion thereof made or funded (including fundings to an Issuer for the purpose of maintaining an Advance) by such Affected Party during each Interest Period in respect of which interest is computed by reference to the Eurodollar Rate, for such Interest Period, at a rate per annum equal at all times during such Interest Period to the remainder obtained by subtracting (i) the Eurodollar Rate for such Interest Period from (ii) the rate obtained by dividing such Eurodollar Rate referred to in clause (i) above by that percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Affected Party for such Interest Period, payable on each date on which interest is payable on such Advance. Such additional interest shall be determined by such Affected Party and notice thereof given to the Borrower (with a copy to the Administrative Agent and the applicable Managing Agent) within 30 days after any interest payment is made with respect to which such additional interest is requested. A certificate as to such additional interest submitted to the Borrower, the Administrative Agent and the applicable Managing Agent by such Affected Party shall be conclusive and binding for all purposes, absent manifest error. 2.18. Consequential Loss. The Borrower shall indemnify each Affected Party against, and shall pay to the Administrative Agent for such Affected Party within ten days after request therefor, any Consequential Loss of any Affected Party. When any Affected Party requests that the Borrower pay any Consequential Loss, it shall deliver to the Borrower, the Administrative Agent and the applicable Managing Agent a certificate setting forth the basis for imposing such Consequential Loss and the calculation of such amount thereof, which calculation shall be conclusive and binding absent manifest error. 2.19. Replacement Banks. Upon the election of any Affected Party to request reimbursement by the Borrower for increased costs under Sections 2.16 or 2.17, the Borrower may, upon prior written 46

notice to the Administrative Agent, the applicable Managing Agent and such Affected Party, seek a replacement Bank to whom such additional costs shall not apply (a "Replacement Bank") and, upon a Bank's breach of its obligation hereunder to make an Advance, the Borrower may seek a Replacement Bank for such Bank. Any Replacement Bank shall be satisfactory to the applicable Managing Agent. Notwithstanding the foregoing, the Borrower may not seek a replacement for a Bank that is also a Managing Agent unless the related Issuer is also terminated as a party to this Restated Loan Agreement and all of its outstanding Advances are repaid in full. Each Affected Party agrees that, should it be identified for replacement pursuant to this Section 2.19, upon payment in full of all amounts due and owing to such Affected Party hereunder and under the other Transaction Documents, it will promptly execute and deliver all documents and instruments reasonably required by the Borrower to assign such Affected Party's portion of the Advances to the applicable Replacement Bank. Any such replacement shall not relieve the Borrower of its obligation to reimburse the Affected Party for any such increased costs incurred through the date of such replacement. 2.20. Seasonal Facility Amount. (a) On the terms and conditions set forth herein, the Seasonal Issuer may, in its sole discretion, make an Advance (a "Seasonal Advance" or "Seasonal Borrowing"), and if the Seasonal Issuer does not make such Advance, the Seasonal Bank shall make such Advance, to the Borrower from time to time in such amounts as may be requested by the Borrower pursuant to Section 2.3, so long as (i) the Seasonal Facility Amount is greater than the Principal Debt owed to the Seasonal Lenders; (ii) each Borrowing is in an amount of at least $5,000,000 or an integral multiple of $10,000 in excess thereof; (iii) each such Advance is made during a Seasonal Period and prior to the Seasonal Facility Termination Date; and (iv) the Availability under the Facility at the time of such Seasonal Advance is equal to zero. (b) The Borrower may, from time to time by written request to the Seasonal Lenders and the Managing Agent for the Seasonal Lenders (each such notice being a "Seasonal Extension Request") given not later than 90 days and not sooner than 120 days prior to each Annual Extension Date, request an extension of the then applicable Annual Seasonal Extension Date. If the Lenders, the Managing Agents, and the Administrative Agent consent, in their sole discretion, to such Seasonal Extension Request, then (x) the Seasonal Facility Termination Date shall not occur as of the then applicable Annual Seasonal Extension Date and (y) the Annual Seasonal Extension Date shall be extended as described in the definition of "Annual Seasonal Extension Date." Any such extension may be accompanied by such additional fees as the parties shall mutually agree. Notwithstanding anything else to the contrary, the Seasonal Facility Termination Date shall occur automatically, without further action on the part of the Lenders, the 47

Managing Agents or the Administrative Agent, on the then current Annual Seasonal Extension Date unless an Extension Request has been granted pursuant to this paragraph. (c) The Borrower may, upon at least thirty (30) days' written notice to the Administrative Agent, the Collateral Agent and the Seasonal Lenders, terminate the Seasonal Facility in whole or reduce in part the Seasonal Facility Amount; provided, that each reduction of the Seasonal Facility Amount shall (i) be effective on the next occurring Settlement Date, (ii) be in the amount of at least $5,000,000 or an integral multiples of $1,000,000 in excess thereof and (iii) not reduce the Seasonal Facility Amount below the Principal Debt owed to the Seasonal Lenders. ARTICLE III COLLATERAL 3.1. Collateral. To secure the payment of the Obligations, the Borrower has executed and delivered to the Administrative Agent and the Collateral Agent, as applicable: (a) the Restated Security Agreement, (b) the Restated Assignment of Account, (c) Collection and Paying Agreement, (d) Reserve Account Control Agreement, (e) the Assignments, and (f) the UCC Financing Statements; all as more fully provided for in the Collateral Agency Agreement. The Borrower further agrees to execute all documents and instruments, and perform all other acts reasonably deemed necessary by the Administrative Agent or any Managing Agent to create and perfect, and maintain the security interests and collateral assignments in favor of the Administrative Agent or the Collateral Agent for the benefit of the holders of the Obligations, as perfected first priority security interests. Any security interest or collateral assignments granted to the Administrative Agent or the Collateral Agent under any Transaction Document is for the benefit of the holders of the Obligations, whether or not reference is made to such holders. 3.2. Delivery of Collateral to Collateral Agent. (a) Periodically, the Borrower may deliver Mortgage Loan Collateral to the Collateral Agent to hold as bailee for the Administrative Agent. Each delivery shall be made in association with an Assignment to the Administrative Agent, for the benefit of the holders of the Obligations, in all Mortgage Loans, Take-Out Commitments and related Collateral delivered 48

with or described in such Assignment or any schedules thereto. The Borrower shall use the form of Assignment provided for in the Collateral Agency Agreement. (b) Each Assignment delivered to the Collateral Agent shall be accompanied by a completed Schedule I, Schedule II and Schedule III using the forms of such schedules as prescribed in the Collateral Agency Agreement and, with respect to each Mortgage Loan described in Schedule I to each Assignment, shall deliver or cause to be delivered the following items (collectively, the "Principal Mortgage Documents"): (i) the original of each Mortgage Note, endorsed in blank (without recourse) and all intervening endorsements thereto; (ii) in the case of each Mortgage Loan that is not a MERS Designated Mortgage Loan, an original executed assignment in blank for each Mortgage Note and the Mortgage securing such Mortgage Note, in recordable form executed by the Originator (and if the related Mortgage Loan is a MERS Designated Mortgage Loan, this document shall not be required to be delivered to the Collateral Agent); and (iii) a certified copy of the executed Mortgage related to such Mortgage Note; (c) The Servicer shall hold in trust for the Administrative Agent for the benefit of the holders of the Obligations, with respect to each Mortgage Loan included in the Collateral, (i) the original filed Mortgage relating to such Mortgage Loan, provided, however, that, until an original Mortgage is received from the public official charged with its filing and recordation, a copy, certified by the closing agent to be a true and correct copy of the filed and recorded original, may be used by the Borrower to satisfy this requirement; however, the Borrower shall thereafter pursue, with reasonable diligence, receipt of the filed and recorded original Mortgage; (ii) other than with respect to a HUD repossessed Property that is sold to a consumer, a mortgagee's policy of title insurance (or binding unexpired commitment to issue such insurance if the policy has not yet been delivered to the Servicer) insuring the Borrower's perfected, first-priority Lien except Second-Lien Loans created by the Mortgage securing such Mortgage Loan (subject to such title exceptions that conform to the related Take-Out Commitments) in a policy amount not less than the principal amount of such Mortgage Loan; (iii) the original hazard insurance policy, appropriately endorsed to provide that all insurance proceeds will be paid to the Originator or its assigns, referred to in Section 6.6(b) hereof which relate to such Mortgage Loan, or other evidence of insurance reasonably acceptable to the Administrative Agent; (iv) the form of current appraisal of the Property described in the Mortgage, prepared by a state licensed appraiser, that complies with all applicable Governmental Requirements, including all Governmental Requirements that are 49

applicable to the Lenders or any other Affected Party; provided, however, that no appraisal shall be required for Mortgage Loans (x) financing HUD repossessed Property that is sold to a consumer, financed with an FHA loan, fully insurable and in accordance with FHA guidelines, but for which an appraisal is not required, and (y) representing so called VA Rate Reduction or FHA Streamline refinances, insurable in accordance with VA and FHA guidelines, but for which an appraisal is not required; and (v) all other original documents (collectively, the "Other Mortgage Documents"). Upon request of the Administrative Agent or any Managing Agent, the Borrower shall immediately deliver, or shall cause to be delivered, all such items, held in trust, to the Collateral Agent as bailee for the Administrative Agent or such other party as may be designated in such notice. Upon instructions from the Administrative Agent, the Collateral Agent shall reject as unsatisfactory any items so delivered, whereupon the Mortgage Loan shall not be an Eligible Mortgage Loan. (d) In connection with each Assignment delivered to the Collateral Agent, the Borrower shall deliver to the Administrative Agent with respect to any Non-Conforming Loans or Alt-A Loans, copies of the related master agreement or commitment with the related Approved Investor, with any confidential economic terms redacted (unless a copy of such agreement or commitment has been delivered previously), together with a current Hedge Report with respect to such Mortgage Loans. (e) The Servicer shall provide the Collateral Agent and the Administrative Agent with full access to all Other Mortgage Documents held in trust for the Administrative Agent at all times. (f) With respect to each Assignment that is received by the Collateral Agent, the Collateral Agent shall review such Assignment and make a written report to the Borrower and the Administrative Agent, all as more fully provided in the Collateral Agency Agreement. 3.3. Redemption of Mortgage Collateral. (a) Generally. Subject to the limitations contained in this Section 3.3, in connection with a sale or other transfer contemplated by clause (a) or (b), and so long as no Default or Event of Default is continuing, the Borrower or the Servicer (on behalf of the Borrower) may request releases of the Administrative Agent's security interest in all or any part of the Collateral (including releases from the Collection Account and release of funds owned by the Borrower and held in the Cash and Collateral Account) at any time, and from time to time; provided that no such request shall be granted unless, in addition to the satisfaction of the other conditions contained in this Section 3.3, (i) (immediately after giving effect to any requested release) the total Collateral Value of all Eligible Mortgage Collateral shall equal or exceed the Principal Debt, or 50

(ii) (A) the Borrower makes a principal payment on account of the Principal Debt in an amount, or (B) the Borrower delivers to the Collateral Agent as bailee for the Administrative Agent substitute Eligible Mortgage Collateral with a Collateral Value, such that after giving effect to such payment or delivery, the total Collateral Value of all Eligible Mortgage Collateral will equal or exceed the Principal Debt. Each request for a partial release of Collateral (a "Transfer Request") shall be addressed to the Collateral Agent and (i) shall be substantially in the form illustrated in Exhibit D-5 to the Collateral Agency Agreement (or such other form as may be reasonably acceptable to or required by the Administrative Agent, from time to time) or (ii) shall be in the form of an electronic transmission which shall include a schedule substantially in the form illustrated on Schedule I to Exhibit D-5 to the Collateral Agency Agreement (or such other form as may be reasonably acceptable to or required by the Administrative Agent, from time to time). (b) Redemption Pursuant to Sale. So long as no Default or Event of Default is continuing, the Borrower or the Servicer (on behalf of the Borrower) may from time to time submit a Shipping Request that would permit a sale of Mortgage Loan Collateral to, or the pooling of Mortgage Loan Collateral for, an Approved Investor, pursuant to a Take-Out Commitment. Upon the receipt by the Collateral Agent of a Shipping Request from the Borrower identifying Collateral to be delivered to an Approved Investor, and so long as no Default or Event of Default shall be in existence or would be caused thereby: (i) The Collateral Agent shall deliver to the Approved Investor, or its loan servicing provider or custodian, under the Collateral Agent's "Bailee and Security Agreement Letter" substantially in the form provided for in the Collateral Agency Agreement, as appropriate, the items of Mortgage Loan Collateral being sold that are held by the Collateral Agent as bailee for the Administrative Agent pursuant to Section 3.2 hereof, with the release of the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations in such items being conditioned upon timely payment to the Cash and Collateral Account of the amount described in Section 3.3(b)(iii) or delivery of additional Eligible Mortgage Collateral; (ii) The Servicer shall, as agent for the Administrative Agent, deliver to such Approved Investor, or such Approved Investor's loan servicing provider or custodian, pursuant to procedures provided for in the Collateral Agency Agreement, the items held by the Servicer pursuant to Section 3.2(c) that are related to the Mortgage Loan Collateral to be transferred on the condition that such Approved Investor or its loan servicing provider or custodian shall hold or control such Other Mortgage Documents as bailee for the Administrative Agent (for the benefit of the holders of the Obligations) until the Approved Investor has either paid the full purchase price for such Mortgage Loan Collateral to the Collateral Agent, as required by the relevant Take-Out Commitment; (iii) Within forty-five (45) days after the delivery by the Collateral Agent to such Approved Investor or its loan servicing provider or custodian of the items of Mortgage Loan Collateral described in Section 3.3(b)(i), the Borrower shall make a 51

payment, or shall cause a payment to be made, to the Cash and Collateral Account, for distribution to the Administrative Agent for the account of the Lenders in an amount equal to at least the full purchase price for such Mortgage Loan Collateral; and (iv) With respect to each Shipping Request that is received by the Collateral Agent by 8:00 a.m. (eastern time) on a Business Day, the Collateral Agent shall use due diligence and efforts to review such Shipping Request and prepare the Mortgage Loan files identified in each Shipping Request, for shipment prior to the close of business on such day. (c) Transfers. So long as no Default or Event of Default is continuing, the Borrower shall, at any time, be permitted to transfer Mortgage Loans to any Permitted Transferees (as defined below) by means of its daily electronic transmissions to the Collateral Agent, together with delivery of a Transfer Request delivered to the Collateral Agent identifying each Mortgage Loan being transferred. The Collateral Agent's sole responsibility with respect to any such transfers shall be to correctly reflect such transfers on its computer system and books and records and to indicate, on its Collateral Agent's Daily Report on the next Business Day, that such transfers have been effected. "Permitted Transferees" means (i) the Originator, in connection with any sale and transfer thereto effected pursuant to the terms of the Repurchase Agreement and (ii) any Approved Investor approved by the Administrative Agent as a Permitted Transferee. However, requested transfers will not be made if (A) total Principal Debt, as shown on the most recently received Servicer Periodic Report in the form of Exhibit M, will exceed the total Collateral Value of Eligible Mortgage Collateral immediately after giving effect to a requested transfer, (B) the Collateral Agent has not received the prior day's Servicer Periodic Report in the form of Exhibit M by 11:00 a.m. (eastern time) on the date on which the transfer is to be made, or (C) the Collateral Agent shall have received written notice from the Administrative Agent that a Default or Event of Default has occurred. (d) Continuation of Lien. Unless released in writing by the Administrative Agent as herein provided, the security interest in favor of the Administrative Agent for the benefit of the holders of the Obligations, in all Mortgage Loan Collateral transmitted pursuant to Section 3.3(b) shall continue in effect until such time as payment in full of the amount described in Section 3.3(b)(iii) shall have been received. (e) Application of Proceeds; No Duty. Neither the Administrative Agent nor the Lenders shall be under any duty at any time to credit Borrower for any amount due from any Approved Investor in respect of any purchase of any Mortgage Collateral contemplated under Section 3.3(b) above, until such amount has actually been received in immediately available funds and deposited to the Collection Account. Neither the Collateral Agent, nor the Lenders, nor the Administrative Agent shall be under any duty at any time to collect any amounts or otherwise enforce any obligations due from any Approved Investor in respect of any such purchase. (f) Mandatory Redemption of Mortgage Collateral. Notwithstanding any provision herein to the contrary, if at any time a Collateral Deficiency exists, the Borrower shall, immediately make a payment to the Collection Account (or make payment directly to the Administrative Agent) or pledge, assign and deliver additional or substitute Eligible Mortgage 52

Collateral to the Administrative Agent for the benefit of the holders of the Obligations, so that, immediately after giving effect to such payment or pledge and assignment, total Collateral Value of Eligible Mortgage Collateral shall be equal or greater than the Principal Debt. (g) Representation in Connection with Releases, Sales and Transfers. The Borrower represents and warrants that each request for any release or transfer pursuant to Section 3.3(a) or Section 3.3(b) shall automatically constitute a representation and warranty to the effect that immediately before and after giving effect to such release or Transfer Request, the Collateral Value of Eligible Mortgage Collateral shall equal or exceed the Principal Debt. (h) Limitation on Releases. Notwithstanding any provision to the contrary, the Collateral Agent shall not release any Collateral unless payment of the purchase price by the Approved Investor or the Originator shall have been made in immediately available funds to the Cash and Collateral Account; provided, however, that the foregoing shall not apply if there is no Default or Event of Default and immediately before and after giving effect to such release, the total Collateral Value of Eligible Mortgage Collateral shall equal or exceed the Principal Debt. 3.4. Correction of Mortgage Notes. The Servicer may from time to time request, in writing, that the Collateral Agent deliver a Mortgage Note that constitutes Mortgage Loan Collateral so that such Mortgage Note may be replaced by a corrected Mortgage Note. Upon receipt by the Collateral Agent of such a request from the Servicer, and so long as no Default or Event of Default shall be in existence, the Collateral Agent shall deliver to the Servicer, under the Collateral Agent's "Trust Receipt and Security Agreement Letter", in the form provided for in the Collateral Agency Agreement, the Mortgage Note to be corrected, such delivery to be conditioned upon the receipt within fourteen (14) calendar days by the Collateral Agent of a corrected Mortgage Note acceptable to it. If the corrected Mortgage Note is not received with such time, then, beginning on the first Business Day following such fourteenth calendar day, the Collateral Agent shall assign such Mortgage Loan a Collateral Value of zero. 3.5. Collateral Reporting. Pursuant to the Collateral Agency Agreement, at the commencement of each Business Day, and in no event later than 11:00 a.m. (eastern time), the Collateral Agent shall furnish to the Borrower, the Servicer and each Managing Agent (by facsimile (a hard copy of which shall not subsequently be mailed, sent or delivered to either Managing Agent, unless so requested by such Managing Agent)) a duly completed Collateral Agent Daily Report in the form of Exhibit D-8 to the Collateral Agency Agreement. 3.6. Hedge Reports. No later than 11:00 a.m. (eastern time), on the first Business Day of each week, and, if any changes would be reflected since the last Hedge Report, on each other Business Day, the Servicer shall furnish the Borrower and the Administrative Agent a Hedge Report, in the form of Exhibit K. 53

3.7. [RESERVED] 3.8. Servicer Monthly Reporting. No later than 11:00 a.m. (eastern time) on the 15th day of each month (or, if such day is not a Business Day, the next Business Day) and within twenty (20) days after request by the Managing Agent, the Servicer shall furnish the Borrower and the Managing Agents (by facsimile or electronic transmission (a hard copy of which shall not subsequently be mailed, sent or delivered to the Managing Agent, unless so requested by a Managing Agent) a report executed by a Financial Officer of the Servicer or the Originator, in the form of Exhibit F hereto ("Servicer Monthly Report") which shall provide as of the last day of the previous month (or of the date of such request) (i) a computation of the Default Ratio and Sixty-Day Default Ratio, (ii) an aging of Mortgage Loans owned by the Borrower that are financed by the Lenders and constitute Collateral hereunder, and (iii) the other information provided for therein; 3.9. Servicer Annual Pipeline Reporting. No later than 11:00 a.m. (eastern time) promptly after becoming available, and in any event within 90 days after the close of each fiscal year of the Originator, a report, in form and content reasonably acceptable to the Administrative Agent, on the Originator's "open and pipeline positions" for Conforming Loans as of the last day of such fiscal year, and the Originator's Mortgage Loan production for such fiscal year for all Mortgage Loans; and 3.10. Servicer Periodic Reporting. The Servicer shall furnish the Administrative Agent, the Managing Agents and the Collateral Agent (by facsimile (a hard copy of which shall subsequently be mailed, sent or delivered to the Collateral Agent only if so requested by such Person)) a duly completed Servicer Periodic Report, in the form of Exhibit M (the "Servicer Periodic Report") (i) as Schedule II attached to each Borrowing Request, on or prior to 4:00 p.m. eastern time on the date prior to the date on which the Borrowing is to be made, and (ii) upon any mandatory or voluntary prepayment in accordance with Section 2.5(a) or (b), on or prior to 4:00 p.m. eastern time on the date prior to the date on which the prepayment is to be made. ARTICLE IV CONDITIONS PRECEDENT 4.1. Initial Borrowing. The effectiveness of this Restated Loan Agreement and the making of the any Advances hereunder shall not occur until the later of August 23, 2002, or satisfaction of the conditions precedent specified in Section 4.2 hereof and delivery to the Administrative Agent of the following (each of the following documents being duly executed and delivered and in form and substance satisfactory to the Managing Agents and the Administrative Agent, and, with the exception of the Notes and the UCC statement(s), each in a sufficient number of originals that the Administrative Agent may have an executed original of each document): 54

(a) an executed counterpart of this Restated Loan Agreement; (b) the Notes; (c) the Restated Collateral Agency Agreement, the Restated Assignment of Account, the Reserve Account Control Agreement, Collection and Paying Agreement, and such other Security Instruments as may be requested by the Administrative Agent; (d) the Restated Repurchase Agreement; (e) a certificate of the Secretary or Assistant Secretary of each of the Borrower and the Originator certifying as to (i) certificate of incorporation or organization, (ii) bylaws (iii) resolutions of the Borrower's and the Originator's board of directors authorizing the execution, delivery, and performance by each of them of the Transaction Amendment Documents to which they are a party and identifying the officers of the Borrower and the Originator who are authorized to sign such Transaction Amendment Documents, and (iv) specimen signatures of the officers so authorized; (f) a favorable written opinion, relating to security interest matters, substantially in the form of Exhibit I-2 hereto; (g) a favorable written opinion from counsel to the Borrower and the Originator, regarding corporate matters, substantially in the form of Exhibit I-1 hereto; (h) a favorable written opinion from counsel to the Borrower and Originator, regarding true sale matters, substantially in the form of Exhibit J; (i) a certificate from each of (i) the Michigan Department of Consumer and Industry Services, (ii) the Secretary of State of Colorado, (iii) the Secretary of State of the State of Delaware and (iv) an officer of the Borrower, the Performance Guarantor and the Originator with respect to every other state in which the Borrower, the Performance Guarantor or the Originator conducts business, as to the good standing of the Borrower, the Performance Guarantor and/or the Originator, as applicable, in each state or states for which each certificate is made; (j) the Managing Agent Fee Letter and the Restated Agent Fee Letter; (k) evidence of the payment of fees due at closing, as provided in the Fee Letters; (l) evidence that the balance in the Reserve Account, as of the date hereof, is the amount of the Required Reserve Account Amount; (m) such other documents as the Managing Agents may reasonably request at any time at or prior to the Borrowing Date of the initial Borrowing hereunder; and (n) a search report provided in writing to the Administrative Agent by the United States Corporation Company Document Services, listing all effective financing 55

statements that name the Borrower or the Originator as debtor and that are filed in the jurisdictions in which UCC-1 filings were made in connection with the Original Loan Agreement and in such other jurisdictions as the Administrative Agent shall reasonably request, together with copies of such financing statements (none of which, except as listed on Schedule V, shall cover any Mortgage Loans or interests therein or proceeds thereof). 4.2. All Borrowings. Each Advance (including, without limitation, the initial Advance) pursuant to this Restated Loan Agreement is subject to the following further conditions precedent: (a) (i) prior to 4:00 p.m. (eastern time) on the Business Day before the designated Borrowing Date, the Administrative Agent, each Managing Agent and the Collateral Agent shall have received a Borrowing Request (together with any related Assignment) duly executed and delivered by the Borrower; and (ii) the Administrative Agent and each Managing Agent shall have received on the proposed date of funding, a Collateral Agent Daily Report, pursuant to Section 3.8 of the Collateral Agency Agreement, verifying that after giving effect to the requested Advance, the Collateral Value of all Eligible Mortgage Collateral shall exceed the Principal Debt; (b) all Collateral in which the Borrower has granted a security interest to the Administrative Agent for the benefit of the holders of the Obligations, with the exception of Special Mortgage Loans pursuant to Section 2.3(c), shall have been physically delivered to the possession of the Collateral Agent, to the extent that such possession is necessary or appropriate for the purpose of creating a first priority perfected Lien of the Administrative Agent for the benefit of the holders of the Obligations in such Collateral; (c) the representations and warranties of the Borrower, the Originator and (so long as the Servicer and the Originator are the same entity) the Servicer contained in this Restated Loan Agreement, any Assignment or Borrowing Request, or any Security Instrument or other Transaction Document (other than those representations and warranties that, by their express terms, are limited to the effective date of the document or agreement in which they are initially made) shall be true and correct on and as of the date of such Advance; (d) no Default or Event of Default or Servicer Default shall have occurred and be continuing, or would result from such Advance, and no change or event that constitutes a Material Adverse Effect shall have occurred and be continuing as of the date of such Advance; (e) the Collection Account shall be established and in existence and free from any Lien other than pursuant to the Restated Assignment of Account; (f) delivery of a sufficient number of originals such that the Administrative Agent may have an executed original thereof, of such other documents, including such other documents as may be necessary or desirable to perfect or maintain the priority of any Lien granted or intended to be granted hereunder, as any Managing Agent may reasonably request; and (g) the Drawdown Termination Date shall not have occurred. 56

Each Borrowing Request shall be automatically deemed to constitute a representation and warranty by the Borrower on the Borrowing Date set forth therein to the effect that all of the conditions of this Section 4.2 are satisfied as of such Borrowing Date; provided that it is understood and agreed that only the Managing Agents can determine whether conditions are "satisfactory" to the Managing Agents. ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1. Representations of the Borrower and the Servicer. The Borrower and the Servicer each represents and warrants, as to itself, as follows: (a) Organization and Good Standing. It (i) is a corporation duly organized and existing in good standing under the laws of the jurisdiction of its incorporation, (ii) is duly qualified to do business and in good standing in all jurisdictions in which its failure to be so qualified could have a Material Adverse Effect, (iii) has the requisite corporate power and authority to own its properties and assets and to transact the business in which it is engaged and is or will be qualified in those states wherein it proposes to transact business in the future and (iv) is in compliance with all Requirements of Law, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect. The Servicer is incorporated in Delaware and in no other jurisdiction. The Borrower is incorporated in Michigan and in no other jurisdiction. (b) Authorization and Power. It has the requisite corporate power and authority to execute, deliver and perform this Restated Loan Agreement and the other Transaction Documents to which it is a party; it is duly authorized to and has taken all requisite corporate action necessary to authorize it to, execute, deliver and perform this Restated Loan Agreement and the other Transaction Documents to which it is a party and is and will continue to be duly authorized to perform this Restated Loan Agreement and such other Transaction Documents. (c) No Conflicts or Consents. Neither the execution and delivery by it of this Restated Loan Agreement or the other Transaction Documents to which it is a party, nor the consummation of any of the transactions herein or therein contemplated, nor compliance with the terms and provisions hereof or with the terms and provisions thereof, will (i) contravene or conflict with any Requirement of Law to which it is subject, except where such contravention or conflict would not reasonably be expected to have a Material Adverse Effect, or any indenture, mortgage, deed of trust, or other agreement or instrument to which it is a party or by which it may be bound, or to which its Property may be subject, except where such contravention or conflict would not reasonably be expected to have a Material Adverse Effect, or (ii) result in the creation or imposition of any Lien, other than the Liens of the Security Instruments, on the Property of the Borrower. 57

(d) Enforceable Obligations. This Restated Loan Agreement and the other Transaction Documents to which it is a party have been duly and validly executed by it and are its legal, valid and binding obligations, enforceable in accordance with their respective terms, except as limited by Debtor Laws and by general principles of equity. (e) Full Disclosure. There is no fact known to it that it has not disclosed to the Managing Agents that could have a Material Adverse Effect. Neither its financial statements nor any Borrowing Request, officer's certificate or statement delivered by it to the Managing Agents in connection with this Restated Loan Agreement, contains or will contain any untrue or inaccurate statement of material fact or omits or will omit to state a material fact necessary to make such information not misleading. (f) No Default. It is not in default under any loan agreement, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its Property is bound, if such default would also be a Default or an Event of Default (or, with notice or passage of time would become a Default or Event of Default) under either of subparagraphs (e) or (i) of Section 8.1 of this Restated Loan Agreement. (g) Litigation. (i) Except as set forth on Schedule IV, there are no actions, suits or proceedings, including arbitrations and administrative actions, at law or in equity, either by or before any Governmental Authority, now pending or, to its knowledge, threatened by or against it or any of its Subsidiaries, and pertaining to any Governmental Requirement affecting its Property or rights or any of its Subsidiaries. (ii) Neither it nor any of its Subsidiaries is in default with respect to any Governmental Requirements. (iii) The Borrower is not liable on any judgment, order or decree (or any series of judgments, orders, or decrees) having an aggregate liability of $100,000 or more and that has not been paid, stayed or dismissed within 30 days. (h) Taxes. All tax returns required to be filed by it in any jurisdiction have been filed and all taxes, assessments, fees and other governmental charges upon it or upon any of its properties, income or franchises have been paid prior to the time that such taxes could give rise to a Lien thereon, unless protested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been established on its books, and except where such failure to file or pay would not reasonably be expected to have a Material Adverse Effect. There is no proposed tax assessment against it that would have a Material Adverse Effect. (i) Indebtedness. If the Servicer is the Originator, the Servicer is in compliance with the maximum leverage test set forth in Section 7.10. (j) Permits, Patents, Trademarks, Etc. 58

(i) It has all permits and licenses necessary for the operation of its business, the absence of which would reasonably be expected to have a Material Adverse Effect. (ii) It owns or possesses (or is licensed or otherwise has the necessary right to use) all patents, trademarks, service marks, trade names and copyrights, technology, know-how and processes, and all rights with respect to the foregoing, which are necessary for the operation of its business, without any conflict with the rights of others. The consummation of the transactions contemplated hereby will not alter or impair any of such rights of it. (k) Status Under Certain Federal Statutes. It is not (i) a "holding company", or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding company," or of a "subsidiary company" of a "holding company," as such terms are defined in the Public Utility Holding Company Act of 1935, as amended, (ii) a "public utility," as such term is defined in the Federal Power Act, as amended, (iii) an "investment company," or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended, or (iv) a "rail carrier," or a "person controlled by or affiliated with a rail carrier," within the meaning of Title 49, U.S.C., and it is not a "carrier" to which 49 U.S.C. ss. 11301(b)(1) is applicable. (l) Securities Acts. It has not issued any unregistered securities in violation of the registration requirements of the Securities Act of 1933, as amended, or of any other Requirement of Law, and is not violating any rule, regulation, or requirement under the Securities Act of 1933, as amended, or the Securities and Exchange Act of 1934, as amended. The Borrower is not required to qualify an indenture under the Trust Indenture Act of 1939, as amended, in connection with its execution and delivery of the Notes. (m) No Approvals Required. Other than consents and approvals previously obtained and actions previously taken, neither the execution and delivery of this Restated Loan Agreement and the other Transaction Documents to which it is a party, nor the consummation of any of the transactions contemplated hereby or thereby requires the consent or approval of, the giving of notice to, or the registration, recording or filing by it of any document with, or the taking of any other action in respect of, any Governmental Authority that has jurisdiction over it or any of its Property. (n) Environmental Matters. There have been no past, and there are no pending or threatened, claims, complaints, notices, or governmental inquiries against it regarding any alleged violation of, or potential liability under, any environmental laws that could reasonably be expected to have a Material Adverse Effect. It and its properties are in compliance in all respects with all environmental laws and related licenses and permits, except where such noncompliance would reasonably be expected to have a Material Adverse Effect. No conditions exist at, on or under any Property now or previously owned or leased by it that could give rise to liability under any environmental law that could reasonably be expected to have a Material Adverse Effect. 59

(o) Eligibility. The Servicer and the Originator are approved and qualified and in good standing as a lender or seller/servicer, as follows: (i) Each of the Servicer and the Originator is a Fannie Mae approved seller/servicer and the Borrower is a Fannie Mae approved seller (in good standing) of Mortgage Loans, eligible to originate, purchase, hold, sell and, with respect to the Originator and the Servicer, service Mortgage Loans to be sold to Fannie Mae. (ii) Each of the Servicer and the Originator is a Freddie Mac approved seller/servicer (in good standing) of Mortgage Loans, eligible to originate, purchase, hold, sell and service Mortgage Loans to be sold to Freddie Mac. The Servicer and Originator is an approved FHA servicer, VA servicer and Ginnie Mae issuer (in good standing) of mortgage loans, eligible to originate, purchase, hold, sell and service mortgage loans to be pooled into Ginnie Mae MBS Pools and to issue Ginnie Mae MBS. (p) Second Lien Loans. At least 95% of the Second Lien Loans were originated by the Originator at the same time that the Originator originated the related first lien mortgage loan secured by the same mortgaged property. 5.2. Additional Representations of the Borrower. The Borrower further represents and warrants as follows: (a) Activities. The Borrower was formed on December 22, 2000, and the Borrower did not engage in any business activities prior to the date of the Original Loan Agreement. (b) Solvency. Both prior to and after giving effect to each Borrowing, (i) the fair value of the property of the Borrower is greater than the total amount of liabilities, including contingent liabilities, of the Borrower, (ii) the present fair salable value of the assets of the Borrower is not less than the amount that will be required to pay all probable liabilities of the Borrower on its debts as they become absolute and matured, (iii) the Borrower does not intend to, and does not believe that it will, incur debts or liabilities beyond the Borrower's abilities to pay such debts and liabilities as they mature and (iv) the Borrower is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Borrower's property would constitute unreasonably small capital. (c) Purchase of Mortgage Loans. With respect to each Mortgage Loan, the Borrower purchased such Mortgage Loan from the Originator for cash (in accordance with the provisions of the Repurchase Agreement), substitution of other Mortgage Loans, the Deferred Purchase Price (as such term is defined in the Repurchase Agreement), or a combination thereof in an amount that constitutes fair consideration and reasonably equivalent value. Each such sale referred to in the preceding sentence shall not have been made for or on account of an antecedent debt owed by the Originator to the Borrower and no such sale is or may be voidable or subject to avoidance under any section of the Federal Bankruptcy Code. 60

(d) Priority of Debts and Liens. The Borrower has incurred no Indebtedness except as expressly incurred hereunder and under the other Transaction Documents. Upon delivery of an Assignment to the Collateral Agent, the Administrative Agent will have a valid, enforceable, perfected and first-priority Lien, for the benefit of the holders of the Obligations, in all Mortgage Loan Collateral described in or delivered with such Assignment. Upon delivery of funds for deposit in the Collection Account to the Collateral Agent, the Administrative Agent will have a valid, enforceable, perfected and first-priority Lien for the benefit of the holders of the Obligations, on the Collection Account and related Collateral. (e) No Liens. The Borrower has (or, as to all Mortgage Loan Collateral delivered to the Collateral Agent after the date of this Restated Loan Agreement, will have) good and indefeasible title to all Collateral, and the Mortgage Loan Collateral and all proceeds thereof are (or, as to all Mortgage Loan Collateral delivered to the Collateral Agent after the date of this Restated Loan Agreement, will be) free and clear of all Liens and other adverse claims of any nature, other than (i) the right of the Originator to repurchase such Mortgage Loan Collateral pursuant to the terms of the Repurchase Agreement and/or (ii) Liens in the Mortgage Loan Collateral or proceeds in favor of the Administrative Agent for the benefit of the holders of the Obligations. (f) Financial Condition. The opening pro forma balance sheet of the Borrower as at December 22, 2000, giving effect to the initial capitalization of the Borrower and the initial Borrowing to be made under this Restated Loan Agreement, a copy of which has been furnished to the Managing Agents, fairly presents the financial condition of the Borrower as at such date, in accordance with GAAP, and since December 22, 2000, there has been no material adverse change in the business, operations, property or financial or other condition of the Borrower. (g) Principal Office, Etc. The principal office, chief executive office and principal place of business of the Borrower is at Englewood, Colorado. (h) Ownership. PMC is the owner of all of the issued and outstanding shares of each class of stock of the Borrower. (i) UCC Financing Statements. Except as set forth on Schedule III, no effective financing statement or other instrument similar in effect covering any Mortgage Loan, any interest therein, or the related Collateral with respect thereto is on file in any recording office except such as may be filed (x) in favor of the Originator or the Borrower in accordance with the Mortgage Loans, (y) in favor of the Borrower in connection with the Repurchase Agreement, or (z) in favor of the Administrative Agent or the holders of the Obligations in accordance with this Restated Loan Agreement or in connection with a Lien arising solely as the result of any action taken by the Lenders (or any assignee thereof) or by the Administrative Agent. (j) Trade Names. The Borrower is not known by and does not use any trade name or doing-business-as name. 5.3. Additional Representations and Warranties of the Servicer. The Servicer represents and warrants as follows: 61

(a) Financial Condition. (i) The Servicer has delivered to the Administrative Agent (x) copies of the Servicer's balance sheet, as of December 31, 2001, and the related statements of income, stockholder's equity and cash flows for the year ended on such date, audited by independent certified accountants of recognized national standing and (y) copies of the Servicer's unaudited balance sheet, as of June 30, 2002, and the related statements of income, stockholder's equity and cash flows for the nine months ended on such date ("Interim Statements"); and all such financial statements fairly present the financial condition of the Servicer as of their respective dates, subject, in the case of the Interim Statements, to normal year end adjustments and the results of operations of the Servicer for the periods ended on such dates and have been prepared in accordance with GAAP. (ii) As of the date thereof, there are no material obligations, liabilities or Indebtedness (including contingent and indirect liabilities and obligations or unusual forward or long-term commitments) of the Servicer that are required to be reflected in the foregoing financial statements in accordance with GAAP and that are not reflected therein. (iii) No change that constitutes a Material Adverse Effect has occurred in the financial condition or business of the Servicer since June 30, 2002. (b) Employee Benefit Plans. (i) No Employee Plan of the Servicer or any ERISA Affiliate has incurred an "accumulated funding deficiency" (as defined in Section 302 of ERISA or Section 412 of the Code), (ii) neither the Servicer nor any ERISA Affiliate has incurred liability under ERISA to the PBGC, (iii) neither the Servicer nor any ERISA Affiliate has partially or fully withdrawn from participation in a Multiemployer Plan, (iv) no Employee Plan of the Servicer or any ERISA Affiliate has been the subject of involuntary termination proceedings, (v) neither the Servicer nor any ERISA Affiliate has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code), and (vi) no "reportable event" (as defined in Section 4043 of ERISA) has occurred in connection with any Employee Plan of the Servicer or any ERISA Affiliate other than events for which the notice requirement is waived under applicable PBGC regulations. (c) Ownership. On the date of this Restated Loan Agreement, the Performance Guarantor has beneficial ownership of 100% of the issued and outstanding shares of each class of the stock of the Servicer. 5.4. Survival of Representations. All representations and warranties by the Borrower and the Servicer herein shall survive delivery of the Notes and the making of the Advances, and any investigation at any time made by or on behalf of the Administrative Agent or the Lenders shall not diminish the right of the Administrative Agent, the Managing Agents or the Lenders to rely thereon. 62

ARTICLE VI AFFIRMATIVE COVENANTS The Borrower and the Servicer shall each at all times comply with the covenants applicable to it contained in this Article VI, from the date hereof until the later of the Drawdown Termination Date and the date all of the Obligations are paid in full. 6.1. Financial Statements and Reports. The Servicer, for so long as the Servicer is the Originator, and thereafter the Borrower, shall furnish to the Managing Agents the following, all in form and detail reasonably satisfactory to the Managing Agents: (a) promptly after becoming available, and in any event within 120 days after the close of each fiscal year of each of the Servicer, the Originator and the Performance Guarantor, such Person's audited consolidated balance sheet as of the end of such fiscal year, and the related statements of income, stockholder's equity and cash flows of such Person for such year accompanied by (i) the related report of independent certified public accountants reasonably acceptable to the Managing Agents, which report shall be to the effect that such statements have been prepared in accordance with GAAP applied on a basis consistent with prior periods except for such changes in such principles with which the independent public accountants shall have concurred and (ii) if issued, the auditor's letter or report to management customarily given in connection with such audit; (b) promptly after becoming available, and in any event within 60 days after the end of each fiscal quarter, excluding the fourth fiscal quarter, of each fiscal year of each of the Servicer, the Originator and the Performance Guarantor, the unaudited consolidated balance sheet of each of the Servicer, the Originator and the Performance Guarantor as of the end of such fiscal quarter and the related statements of income, stockholders' equity and cash flows of each of the Servicer, the Originator and the Performance Guarantor for such fiscal quarter and the period from the first day of the then current fiscal year of the Servicer, the Originator and the Performance Guarantor through the end of such fiscal quarter, certified by a Financial Officer of the Servicer and the Originator, respectively, to have been prepared in accordance with GAAP applied on a basis consistent with prior periods, subject to normal year-end adjustments; (c) promptly upon receipt thereof, a copy of each other report submitted to each of the Servicer, the Originator and the Performance Guarantor by independent accountants in connection with any annual, interim or special audit of the books of such Person; (d) promptly and in any event within twenty (20) days after the request of the Administrative Agent at any time and from time to time, a certificate, executed by the president or chief financial officer of the Servicer or the Originator, setting forth all of such Person's warehouse borrowings and a description of the collateral related thereto; provided that, as long as no Event of Default has occurred and is continuing, such requests may be made no more frequently than annually; 63

(e) promptly and in any event within 60 days after the end of each of the first three (3) quarters in each fiscal year of the Borrower, and within 120 days after the close of the Borrower's fiscal year, completed officer's certificates in the form of Exhibit H-1 and H-2 hereto, executed by the president or chief financial officer of each of the Servicer and the Borrower, respectively; (f) promptly and in any event within 60 days after the end of each quarter (120 days in the case of the fourth quarter), a management report regarding the Originator's Mortgage Loan production for the prior quarter and year-to-date, in form and detail as reasonably required by the Administrative Agent; (g) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any "reportable event" defined in Article IV of ERISA that the Borrower, the Originator or the Servicer files under ERISA with the Internal Revenue Service, the PBGC or the U.S. Department of Labor receives from the PBGC; (h) immediately after becoming aware of the expiration, forfeiture, termination, or cancellation of, or default under, any Take-Out Commitment relating to any Collateral, telephone notice thereof confirmed in writing within one Business Day, together with a statement as to what action the Borrower proposes to take with respect thereto; (i) promptly after becoming available, and in any event within 120 days after the close of each fiscal year of the Borrower, the Borrower's balance sheet as of the end of such fiscal year, and the related statements of income, stockholder's equity and cash flows of the Borrower for such year; (j) promptly after becoming available, and in any event within 60 days after the end of each fiscal quarter, excluding the fourth fiscal quarter, of each fiscal year of the Borrower, the balance sheet of the Borrower as of the end of such fiscal quarter and the related statements of income, stockholders' equity and cash flows of the Borrower for such fiscal quarter and the period from the first day of such fiscal year through the end of such fiscal quarter, certified by the chief financial officer of the Borrower, to have been prepared in accordance with GAAP applied on a basis consistent with prior periods, subject to normal year-end adjustments; (k) promptly after the Borrower obtains knowledge thereof, notice of any "Event of Default" or "Facility Termination Date" under the Repurchase Agreement; (l) promptly after receipt thereof, copies of all notices received by the Borrower from the Originator under the Repurchase Agreement; (m) promptly after the Servicer obtains knowledge thereof, notice of any Servicer Default or of any condition or event that, with the giving of notice or lapse of time or both and unless cured or waived, would constitute a Servicer Default; (n) such other information concerning the business, properties or financial condition of the Borrower or the Originator as the Administrative Agent or either Managing Agent may reasonably request; and 64

(o) upon request by the Administrative Agent, or if there is an Event of Default, copies of all Take-Out Commitments (if the Take-Out Commitment is made on a confirmation or supplement to a master agreement and the master agreement has been previously delivered to the Administrative Agent, only the confirmation or supplement is required to be delivered pursuant to this clause). 6.2. Taxes and Other Liens. The Borrower shall pay and discharge promptly all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its Property as well as all claims of any kind (including claims for labor, materials, supplies and rent) that, if unpaid, might become a Lien upon any or all of its Property; provided, however, the Borrower shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted by it or on its behalf and if it shall have set up reserves therefor adequate under GAAP. 6.3. Maintenance. The Borrower shall (i) maintain its corporate existence, rights and franchises and (ii) observe and comply with all Governmental Requirements. The Servicer shall maintain its corporate existence. The Borrower shall maintain its Properties (and any Properties leased by or consigned to it or held under title retention or conditional sales contracts) in good and workable condition at all times and make all repairs, replacements, additions, betterments and improvements to its Properties as are needful and proper so that the business carried on in connection therewith may be conducted properly and efficiently at all times. 6.4. Further Assurances. The Borrower and the Servicer shall, each within three (3) Business Days (or, in the case of Mortgage Notes, such longer period as provided under Section 3.5 of this Restated Loan Agreement) after the request of the Administrative Agent, cure any defects in the execution and delivery of the Notes, this Restated Loan Agreement or any other Original Transaction Documents or Transaction Amendment Documents. The Borrower and the Servicer shall, each at its expense, promptly execute and deliver to the Administrative Agent, upon the Administrative Agent's reasonable request, all such other and further documents, agreements and instruments in compliance with or accomplishment of the covenants and agreements of the Borrower and the Servicer, respectively, in this Restated Loan Agreement and in the other Original Transaction Documents or Transaction Amendment Documents or to further evidence and more fully describe the collateral intended as security for the Notes, or to correct any omissions in this Restated Loan Agreement or the other Original Transaction Documents or Transaction Amendment Documents, or more fully to state the security for the obligations set out herein or in any of the other Original Transaction Documents or Transaction Amendment Documents, or to perfect, protect or preserve any Liens created (or intended to be created) pursuant to any of the other Original Transaction Documents or Transaction Amendment Documents, or to make any recordings, to file any notices, or obtain any consents. 65

6.5. Compliance with Laws. The Servicer shall comply, in all material respects, with all applicable laws, rules, regulations and orders in connection with servicing the Mortgage Assets. 6.6. Insurance. (a) The Borrower and the Servicer shall each maintain with financially sound and reputable insurers, insurance with respect to its Properties and business against such liabilities, casualties, risks and contingencies and in such types and amounts as is customary in the case of Persons engaged in the same or similar businesses and similarly situated, including, without limitation, a fidelity bond or bonds in form and with coverage and with a company reasonably satisfactory to the Administrative Agent and with respect to such individuals or groups of individuals as the Administrative Agent may reasonably designate. Upon request of the Administrative Agent or a Managing Agent, the Borrower and the Servicer shall each furnish or cause to be furnished to the Administrative Agent and any requesting Managing Agent from time to time a summary of the insurance coverage of the Borrower and the Servicer, respectively, in form and substance reasonably satisfactory to the Administrative Agent or requesting Managing Agent and if requested shall furnish the Administrative Agent or requesting Managing Agent with copies of the applicable policies. (b) With respect to Mortgages comprising the Collateral (i) the Servicer, for as long as the Servicer is the Originator, and thereafter the Borrower, shall use its best efforts to cause the improvements on the land covered by each Mortgage to be kept continuously insured at all times by responsible insurance companies against fire and extended coverage hazards under policies, binders, letters, or certificates of insurance, with a standard mortgagee clause in favor of the original mortgagee and its successors and assigns or, in the case of a MERS Designated Mortgage Loan, the beneficial owner of such mortgage loan, and (ii) the Servicer, for so long as the Servicer is the Originator, and thereafter the Borrower, shall use its best efforts to cause each such policy to be in an amount equal to the lesser of the maximum insurable value of the improvements or the original principal amount of the Mortgage, without reduction by reason of any co-insurance, reduced rate contribution, or similar clause of the policies or binders. 6.7. Accounts and Records. The Borrower and, so long as the Servicer and the Originator are the same entity, the Servicer shall each keep books of record and account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and activities, in accordance with GAAP. The Borrower and the Servicer shall each maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate all records pertaining to the performance of the Borrower's obligations under the Take-Out Commitments and other agreements made with reference to any Mortgage Loans in the event of the destruction of the originals of such records) and keep and maintain all documents, books, records, computer tapes and other information reasonably necessary or advisable for the performance by the Borrower of its Obligations. The Borrower shall not enter the "loan servicing" business. 66

6.8. Right of Inspection. The Borrower and, so long as the Servicer and the Originator are the same entity, the Servicer shall each permit any officer, employee or agent of the Administrative Agent or either Managing Agent to visit and inspect any of its Properties, examine its books of record and accounts and discuss its affairs, finances and accounts with its officers, accountants and auditors, all at such times during reasonable business hours and as often as the Administrative Agent or either Managing Agent may desire upon prior notice, provided that (i) except during the continuation of an Event of Default, such inspections and examinations may be performed once annually and (ii) such inspections and examinations shall be conducted in a manner which does not interfere with the normal operations of the Borrower or the Servicer. The Borrower agrees to pay the reasonable costs of reviews and inspections performed pursuant to this Section 6.8. 6.9. Notice of Certain Events. The Borrower and, so long as the Servicer and the Originator are the same entity (other than with respect to clause (g) hereof), the Servicer shall each promptly notify the Managing Agents upon (a) the receipt of any notice from, or the taking of any other action by, the holder of any of its promissory notes, debentures or other evidences of Indebtedness with respect to a claimed default, together with a detailed statement by a responsible officer of the Borrower or the Servicer, as the case may be, specifying the notice given or other action taken by such holder and the nature of the claimed default and what action the Borrower or the Servicer is taking or proposes to take with respect thereto, but only if such alleged default or event of default (if it were true) would also be a Default or Event of Default under this Restated Loan Agreement; (b) the commencement of, or any determination in, any legal, judicial or regulatory proceedings that, if adversely determined, could also be a Default or Event of Default under this Restated Loan Agreement; (c) any dispute between the Borrower or the Servicer, as the case may be, and any Governmental Authority or any other Person that, if adversely determined, could have a Material Adverse Effect; (d) any material adverse change in the business, operations or financial condition of the Borrower or the Servicer, as the case may be, including, without limitation, the Borrower's or the Servicer's insolvency; (e) any event or condition known to it that, if adversely determined, would have a Material Adverse Effect; (f) the receipt of any notice from, or the taking of any other action by any Approved Investor indicating an intent not to honor, or claiming a default under a Take-Out Commitment, together with a detailed statement by a responsible officer of the Borrower specifying the notice given or other action taken by such Approved Investor and the nature of the claimed default and what action the Borrower is taking or proposes to take with respect thereto; (g) the receipt of any notice from, and or the taking of any action by any Governmental Authority indicating an intent to cancel the Borrower's or the Servicer's right to be either a seller or servicer of such Governmental Authority's insured or guaranteed Mortgage Loans; and (h) the receipt of any notice of any final judgment or order for payment of money applicable to the Borrower or the Servicer in excess of $1,000,000. 6.10. Performance of Certain Obligations. The Borrower and, so long as the Servicer and the Originator are the same entity, the Servicer shall each perform and observe each of the provisions of each Mortgage Loan and Take-Out Commitment on its part to be performed or observed and will cause all things to be 67

done that are necessary to have each Mortgage Loan covered by a Take-Out Commitment comply with the requirements of such Take-Out Commitment. 6.11. Use of Proceeds; Margin Stock. The proceeds of the Advances shall be used by the Borrower solely for the acquisition of Mortgage Loans under the Repurchase Agreement. None of such proceeds shall be used for the purpose of purchasing or carrying any "margin stock" as defined in Regulation U, or for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry margin stock or for any other purpose that might constitute this transaction a "purpose credit" within the meaning of such Regulation U. Neither the Borrower nor any Person acting on behalf of the Borrower shall take any action in violation of Regulations U or X or shall violate Section 7 of the Securities Exchange Act of 1934, as amended, or any rule or regulation thereunder, in each case as now in effect or as the same may hereafter be in effect. 6.12. Notice of Default. The Borrower shall furnish to the Managing Agents immediately upon becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and the action that the Borrower is taking or proposes to take with respect thereto. 6.13. Compliance with Transaction Documents. The Borrower and, so long as the Servicer and the Originator are the same entity, the Servicer shall each promptly comply with any and all covenants and provisions of this Restated Loan Agreement applicable to it, the Notes, in the case of the Borrower, and the other Transaction Documents. 6.14. Compliance with Material Agreements. The Borrower and, so long as the Servicer and the Originator are the same entity, the Servicer shall each comply in all respects with all agreements, indentures, Mortgages or documents (including, with respect to the Borrower, the Charter) binding on it or affecting its Property or business, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. 6.15. Operations and Properties. The Borrower and, so long as the Servicer and the Originator are the same entity, the Servicer shall each act prudently and in accordance with customary industry standards in managing and operating its Property and shall continue to underwrite, hedge and sell Mortgage Loans in the same diligent manner it has applied in the past and take no greater credit or market risks than are currently being borne by it. 68

6.16. Performance Guarantor Credit Rating. If at any time any of the senior debt of the Performance Guarantor, which is publicly held, shall fail to bear a rating of at least BBB- by S&P, Ba1 by Moody's or BBB- by Fitch, the Borrower shall give the Administrative Agent and the Managing Agents written notice of such change in rating, within two Business Days of the date on which such change is announced by any of these rating agencies. 6.17. Take-Out Commitments. The Borrower shall use its best efforts to cause the Originator to obtain, and maintain in full force and effect, Take-Out Commitments reflecting total Approved Investor obligations, as of each date of determination, with an aggregate purchase price equal to the total of the original principal balances of the Borrower's entire portfolio of Mortgage Loans issued as proceeds thereof. Each of such Take-Out Commitments shall reflect only those terms and conditions as are permitted hereunder or are acceptable to the Administrative Agent and the Managing Agents. The Borrower shall use its best efforts to cause the Originator to obtain, and maintain in full force and effect, forward purchase commitments (which may include options to sell Mortgage Loans to Approved Investors, so long as the Approved Investor is bound thereby) issued by Approved Investors and obligating such Approved Investors to purchase a portion of the Borrower's subsequently acquired Mortgage Loans. 6.18. Collateral Proceeds. The Borrower and the Servicer shall instruct all Approved Investors to cause all payments in respect of TakeOut Commitments on Mortgage Loans to be deposited directly in the Cash and Collateral Account. 6.19. Environmental Compliance. The Borrower and, so long as the Servicer and the Originator are the same entity, the Servicer shall each use and operate all of its facilities and properties in compliance with all environmental laws, keep all necessary permits, approvals, certificates, licenses and other authorizations relating to environmental matters in effect and remain in compliance therewith, and handle all hazardous materials in compliance with all applicable environmental laws, except where failure to so act would not reasonably be expected to have a Material Adverse Effect. 6.20. Closing Instructions. The Borrower agrees to indemnify and hold the Lenders, the Administrative Agent and the Managing Agents harmless from and against any loss, including attorneys' fees and costs, attributable to the failure of a title insurance company, agent, Managing Agent or approved attorney to comply with the disbursement or instruction letter or letters of the Borrower, the Managing Agents or of the Administrative Agent relating to any Mortgage Loan. The Administrative Agent shall have the right to pre-approve the closing instructions of the Originator to the title insurance company, agent or attorney in any case where the Mortgage Loan to be created at settlement is intended to be warehoused by the Lenders pursuant hereto. 69

6.21. Special Affirmative Covenants Concerning Collateral. (a) The Borrower shall at all times warrant and defend the right, title and interest of the Lenders, the Collateral Agent and the Administrative Agent in and to the Collateral against the claims and demands of all Persons whomsoever. (b) The Borrower and the Servicer shall each service or cause to be serviced all Eligible Mortgage Loans in accordance with the standard requirements of the issuers of Take-Out Commitments covering the same and all applicable Fannie Mae, Freddie Mac or Ginnie Mae requirements, including without limitation taking all actions necessary to enforce the obligations of the Obligors under such Eligible Mortgage Loans. The Borrower and the Servicer shall each hold all escrow funds collected in respect of Eligible Mortgage Loans in trust, without commingling the same with any other funds, and apply the same for the purposes for which such funds were collected. (c) The Borrower shall, no less than on an annual basis, review financial statements, compliance with financial parameters, Fannie Mae/Freddie Mac approvals (if applicable), and state licenses of all Persons from whom the Originator acquires Mortgage Loans. 6.22. Corporate Separateness. (a) The Borrower covenants to take the following actions, and the Servicer covenants to use its best efforts to cause the Borrower to take the following actions: The Borrower shall at all times maintain at least one Independent Director (as such term is defined in the Charter). (b) The Borrower shall not direct or participate in the management of any of the operations of the Other Companies. (c) The Borrower shall allocate fairly and reasonably any overhead for shared office space. The Borrower shall have stationery and other business forms separate from that of the Other Companies. (d) The Borrower shall at all times be adequately capitalized in light of its contemplated business. (e) The Borrower shall at all times provide for its own operating expenses and liabilities from its own funds. (f) The Borrower shall maintain its assets and transactions separately from those of the Other Companies and reflect such assets and transactions in financial statements separate and distinct from those of the Other Companies and evidence such assets and transactions by appropriate entries in books and records separate and distinct from those of the Other Companies. The Borrower shall hold itself out to the public under the Borrower's own name as a legal entity separate and distinct from the Other Companies. The Borrower shall not hold itself out as having agreed to pay, or as being liable, primarily or secondarily, for, any obligations of the Other Companies. 70

(g) The Borrower shall not maintain any joint account with any Other Company or become liable as a guarantor or otherwise with respect to any Indebtedness or contractual obligation of any Other Company. (h) The Borrower shall not grant a Lien on any of its assets to secure any obligation of any Other Company. (i) The Borrower shall not make loans, advances or otherwise extend credit to any of the Other Companies. (j) The Borrower shall conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence. (k) The Borrower shall have bills of sale (or similar instruments of assignment) and, if appropriate, UCC-1 financing statements, with respect to all assets purchased from any of the Other Companies. (l) The Borrower shall not engage in any transaction with any of the Other Companies, except as permitted by this Restated Loan Agreement or the Charter and as contemplated by the Repurchase Agreement. (m) The Borrower will limit its activities to those specified in the Charter and has no Subsidiaries. ARTICLE VII NEGATIVE COVENANTS The Borrower and the Servicer shall each at all times comply with the covenants applicable to it contained in this Article VII, from the date hereof until the later of the Drawdown Termination Date and the date all of the Obligations are paid in full: 7.1. Limitations on Mergers and Acquisitions. (a) The Servicer (so long as the Servicer and the Originator are the same entity) shall not (i) merge or consolidate with or into any corporation unless the Servicer is the surviving entity of any such merger or consolidation or (ii) liquidate or dissolve. (b) The Borrower will not merge with or into or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions), all or substantially all of its assets (whether now owned or hereafter acquired) to, or acquire all or substantially all of the assets or capital stock or other ownership interest of, or enter into any joint venture or partnership agreement with, any Person, other than as contemplated by this Restated Loan Agreement and the Repurchase Agreement. 71

7.2. Fiscal Year. Neither the Borrower nor, so long as the Servicer and the Originator are the same entity, the Servicer shall change its fiscal year other than to conform with changes that may be made to the Performance Guarantor's fiscal year and then only after notice to the Managing Agents and after whatever amendments are made to this Restated Loan Agreement as may be required by the Managing Agents, in order that the reporting criteria for the financial covenants contained in Articles VI and VII remain substantially unchanged. 7.3. Business. The Borrower will not engage in any business other than as set forth in Article V of the Charter. 7.4. Use of Proceeds. The Borrower shall not permit the proceeds of the Advances to be used for any purpose other than those permitted by Section 6.11 hereof. The Borrower shall not, directly or indirectly, use any of the proceeds of the Advances for the purpose, whether immediate, incidental or ultimate, of buying any "margin stock" or of maintaining, reducing or retiring any Indebtedness originally incurred to purchase a stock that is currently any "margin stock," or for any other purpose that might constitute this transaction a "purpose credit," in each case within the meaning of Regulation U, or otherwise take or permit to be taken any action that would involve a violation of such Regulation U or of Regulation T or Regulation Z (12 C.F.R. 224, as amended) or any other regulation promulgated by the Federal Reserve Board. 7.5. Actions with Respect to Collateral. Neither the Borrower nor the Servicer shall: (a) Compromise, extend, release, or adjust payments on any Mortgage Collateral, accept a conveyance of mortgaged Property in full or partial satisfaction of any Mortgage debt or release any Mortgage securing or underlying any Mortgage Collateral, except as permitted by the related Approved Investor or as contemplated in the servicing guidelines distributed thereby; (b) Agree to the amendment or termination of any Take-Out Commitment in which the Administrative Agent has a security interest or to substitution of a Take-Out Commitment for a Take-Out Commitment in which the Administrative Agent has a security interest hereunder, if such amendment, termination or substitution may reasonably be expected (as determined by the Collateral Agent or the Administrative Agent in either of their sole discretion) to have a Material Adverse Effect or to result in a Default or Event of Default; (c) Transfer, sell, assign or deliver any Mortgage Loan Collateral pledged to the Administrative Agent to any Person other than the Administrative Agent, except pursuant to a Take-Out Commitment or pursuant to either Section 3.3 or Section 3.4; 72

(d) Grant, create, incur, permit or suffer to exist any Lien upon any Mortgage Loan Collateral except for (i) Liens granted to the Administrative Agent to secure the Notes and Obligations and (ii) any rights created by the Repurchase Agreement; or (e) With respect to any Mortgage Loans constituting Collateral, permit the payment instructions relating to a Take-Out Commitment to provide for payment to any Person except directly to the Cash and Collateral Account. 7.6. Liens. The Borrower will not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Mortgage Asset, or upon or with respect to any account to which any Collections of any Mortgage Asset are sent, or assign any right to receive income in respect thereof except as contemplated hereby. 7.7. Employee Benefit Plans. Neither the Borrower nor, so long as the Servicer and the Originator are the same entity, the Servicer may permit any of the events or circumstances described in Section 5.3(b) to exist or occur. 7.8. Change of Principal Office or Jurisdiction. The Borrower shall not move its principal office, executive office or principal place of business from the address set forth in Section 5.2(g) without 30-days' prior written notice to the Administrative Agent and the Managing Agents. The Borrower shall not change its place of organization or add a new jurisdiction of organization without 30 days' prior written notice to the Administrative Agent. 7.9. No Commercial, A&D, Etc. Loans. The Borrower shall not make or acquire any direct outright ownership interest, participation interest or other creditor's interest in any commercial real estate loan, acquisition and/or development loan, unimproved real estate loan, personal property loan, oil and gas loan, commercial loan, wrap-around real estate loan, unsecured loan, acquisition, development or construction loan. 7.10. Maximum Leverage. If the Servicer is the Originator, the Servicer shall never permit its Adjusted Liabilities to exceed 15 times its Adjusted Net Worth. 7.11. Indebtedness. The Borrower will not incur any Indebtedness, other than any Indebtedness incurred pursuant to this Restated Loan Agreement or the Repurchase Agreement or permitted to be incurred pursuant to the Charter. 73

7.12. Deposits to Collection Account. Neither the Borrower nor the Servicer shall deposit or otherwise credit, or cause or permit to be so deposited or credited, to the Collection Account, cash or cash proceeds other than Collateral Proceeds. 7.13. Transaction Documents. The Borrower will not amend, waive, terminate or modify any provision of any Transaction Document to which it is a party (provided that the Borrower may extend the "Facility Termination Date" or waive the occurrence of any "Event of Default" under the Repurchase Agreement) without, in each case, the prior written consent of the Managing Agents. The Borrower will perform all of its obligations under each Transaction Document to which it is a party and will enforce each Transaction Document to which it is a party in accordance with its terms in all respects. 7.14. Distributions, Etc. The Borrower will not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any equity ownership interests of the Borrower, or return any capital to its members as such, or purchase, retire, defease, redeem or otherwise acquire for value or make any payment in respect of any equity ownership interests of the Borrower or any warrants, rights or options to acquire any such interests, now or hereafter outstanding; provided, however, that the Borrower may declare and pay cash distributions on its equity ownership interests to its members so long as (a) no Event of Default shall then exist or would occur as a result thereof, (b) such distributions are in compliance with all applicable law including the corporate law of the state of Borrower's organization, and (c) such distributions have been approved by all necessary and appropriate action of the Borrower. 7.15. Charter. The Borrower will not amend or delete (a) Articles V through XX or (b) the definition of "Independent Director" set forth in the Charter. The Borrower will perform all of its obligations under the Charter. ARTICLE VIII EVENTS OF DEFAULT 8.1. Nature of Event. An "Event of Default" shall exist if any one or more of the following occurs: (a) the Borrower fails (i) to make any payment of principal of or interest on any of the Notes when due, or (ii) to make any payment, five (5) Business Days after written notice thereof, of any fee, expense or other amount due hereunder, under the Notes or under any other Transaction Document or, so long as the Servicer and the Originator are the same entity, 74

the Servicer fails to make any payment or deposit to be made by it under this Restated Loan Agreement by the third Business Day after the date such payment is due; or (b) the Borrower, the Originator or, so long as the Servicer and the Originator are the same entity, the Servicer fails to keep or perform any covenant or agreement contained in this Restated Loan Agreement (other than as referred to in Section 8.1(a) and such failure continues unremedied beyond the expiration of any applicable grace or notice period that may be expressly provided for in such covenant or agreement (or, if no grace or notice period is provided for thirty days after written notice thereof); or (c) the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor defaults in the due observance or performance of any of the covenants or agreements contained in any Transaction Document other than this Restated Loan Agreement, and (unless such default otherwise constitutes a Default or an Event of Default pursuant to other provisions of this Section 8.1) such default continues unremedied for five (5) calendar days after notice thereof beyond the expiration of any applicable grace or notice period that may be expressly provided for in such Transaction Document (or, if no grace or notice is provided, for thirty days after written notice thereof); or (d) any statement, warranty or representation by or on behalf of the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor contained in this Restated Loan Agreement, the Notes or any other Transaction Document or any Borrowing Request, officer's certificate or other writing furnished in connection with this Restated Loan Agreement, proves to have been incorrect or misleading in any material respect as of the date made or deemed made; or (e) (i) the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor fails to make when due or within any applicable grace period any payment on any other Indebtedness with an unpaid principal balance of over $1,000,000.00 ($10,000,000.00 in the case of the Performance Guarantor); or (ii) any event or condition occurs under any provision contained in any such obligation or any agreement securing or relating to such obligation (or any other breach or default under such obligation or agreement occurs) if the effect thereof is to cause or permit with the giving of notice or lapse of time or both the holder or trustee of such obligation to cause such obligation to become due prior to its stated maturity; or (iii) any such obligation becomes due (other than by regularly scheduled payments) prior to its stated maturity; or (iv) any of the foregoing occurs with respect to any one or more items of Indebtedness of the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor with unpaid principal balances exceeding, in the aggregate, $1,000,000.00 ($10,000,000.00 in the case of the Performance Guarantor); or (f) the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor generally shall not pay its debts as they become due or shall admit in writing its inability to pay its debts, or shall make a general assignment for the benefit of creditors; or 75

(g) the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor shall (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of it or of all or a substantial part of its assets, (ii) file a voluntary petition in bankruptcy, (iii) file a petition or answer seeking reorganization or an arrangement with creditors or to take advantage of any Debtor Laws, (iv) file an answer admitting the allegations of, or consent to, or default in answering, a petition filed against it in any bankruptcy, reorganization or insolvency proceeding, or (v) take action for the purpose of effecting any of the foregoing; or (h) an involuntary petition or complaint shall be filed against the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor seeking bankruptcy or reorganization of the Borrower, the Originator, the Servicer or the Performance Guarantor or the appointment of a receiver, custodian, trustee, intervenor or liquidator of the Borrower, the Originator, the Servicer or the Performance Guarantor, or all or substantially all of the assets of either the Borrower, the Originator, the Servicer or the Performance Guarantor, and such petition or complaint shall not have been dismissed within 60 days of the filing thereof; or an order, order for relief, judgment or, decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition or complaint seeking reorganization of the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor or appointing a receiver, custodian, trustee, intervenor or liquidator of the Borrower, the Originator, the Servicer or the Performance Guarantor, or of all or substantially all of assets of the Borrower, the Originator, the Servicer or the Performance Guarantor; or (i) the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor shall fail within 30 days to pay, bond or otherwise discharge any final judgment or order for payment of money in excess of $1,000,000.00; or the Borrower, the Originator or, so long as the Servicer and the Originator are the same entity, the Servicer shall fail within 30 days to pay, bond or otherwise discharge final judgments or orders for payment of money which exceed in the aggregate $1,000,000.00 ($10,000,000.00 with respect to the Performance Guarantor); or the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor shall fail within 30 days to timely appeal or pay, bond or otherwise discharge any judgments or orders for payment of money which exceed, in the aggregate, $1,000,000.00 ($10,000,000.00 with respect to the Performance Guarantor) and which the Borrower, the Originator, the Servicer or the Performance Guarantor may appeal; or (j) any Person shall levy on, seize or attach all or any material portion of the assets of the Borrower, the Originator, the Servicer (so long as the Servicer and the Originator are the same entity) or the Performance Guarantor and within thirty (30) days thereafter the Borrower, the Originator, the Servicer or the Performance Guarantor shall not have dissolved such levy or attachment, as the case may be, and, if applicable, regained possession of such seized assets; or (k) if an event or condition specified in Section 5.3(b) shall occur or exist; or 76

(l) the Borrower, the Originator or the Servicer (so long as the Servicer and the Originator are the same entity) becomes ineligible to originate, sell or service Mortgage Loans to Fannie Mae, Freddie Mac or Ginnie Mae, or Fannie Mae, Freddie Mac or Ginnie Mae shall impose any sanctions upon or terminate or revoke any rights of the Borrower, the Servicer (so long as the Servicer and the Originator are the same entity) or the Originator; or (m) if (x) any Governmental Authority cancels the Originator's right to be either a seller or servicer of such Governmental Authority's insured or guaranteed Mortgage Loans or mortgage-backed securities, (y) any Approved Investor cancels for cause any servicing or underwriting agreement between the Borrower or the Originator and such Approved Investor or (z) the Originator receives notice from a Governmental Authority that such Governmental Authority intends to revoke the Originator's right to be a seller or servicer of such Governmental Authority's insured or guaranteed Mortgage Loans or mortgaged-backed securities and such notice is not withdrawn within 30 days of the receipt thereof; or (n) failure of the Borrower or the Originator to correct an imbalance in any escrow account established with Borrower or the Originator as either an originator, purchaser or servicer of Mortgage Loans, which imbalance may have a Material Adverse Effect, within two (2) Business Days after demand by any beneficiary of such account or by the Administrative Agent; or (o) failure of the Originator to meet, at all times, the minimum net worth requirements of Fannie Mae, Freddie Mac or Ginnie Mae as an originator, seller or servicer; or (p) any provision of this Restated Loan Agreement, the Notes or any other Transaction Document shall for any reason cease to be in full force and effect, or be declared null and void or unenforceable in whole or in part; or the validity or enforceability of any such document shall be challenged or denied; or (q) a "change in control," with respect to the ownership of the Performance Guarantor shall have occurred (and as used in this subparagraph, the term "change in control" shall mean an acquisition by any Person, partnership or group, as defined under the Securities Exchange Act of 1934, as amended, of a direct or indirect beneficial ownership of 30% or more of the then-outstanding voting stock of the Performance Guarantor); or the Performance Guarantor shall cease at any time to own, directly or indirectly, at least 75% of each class of the outstanding capital stock of the Originator; or (r) the total Collateral Value of all Eligible Mortgage Collateral shall be less than the Principal Debt at any time, and the Borrower shall fail either to provide additional Eligible Mortgage Collateral with a sufficient Collateral Value, or to pay Principal Debt, in an amount sufficient to correct the deficiency within one Business Day after such failure; or (s) if, as a result of the Borrower's failure to obtain and deliver to the Collateral Agent, Principal Mortgage Documents as required by Section 2.3(c), the Administrative Agent shall determine that the continuation of such condition may have a Material Adverse Effect on the Borrower or the Lenders; or 77

(t) there shall have occurred any event that adversely affects the enforceability or collectability of any significant portion of the Mortgage Loans or the Take-Out Commitments (provided that to the extent such event gives rise to an obligation by the Originator to repurchase such Mortgage Loans pursuant to the Repurchase Agreement and the Originator does so repurchase in accordance with the provisions of the Repurchase Agreement, no Event of Default shall occur under this Section 8.1(t) or there shall have occurred any other event that adversely affects the ability of the Borrower, the Servicer or the Collateral Agent to collect a significant portion of Mortgage Loans or Take-Out Commitments or the ability of the Borrower or, so long as the Servicer and the Originator are the same entity, the Servicer to perform hereunder or a Material Adverse Effect has occurred in the financial condition or business of the Borrower since inception or, so long as the Servicer and the Originator are the same entity, the Servicer since December 31, 2001; or (u) (i) any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings not disclosed in writing by the Borrower to the Lenders, the Administrative Agent and the Managing Agents prior to the date of execution and delivery of this Restated Loan Agreement is pending against the Borrower or any Affiliate thereof, or (ii) any development not so disclosed has occurred in any litigation (including, without limitation, derivative actions), arbitration proceedings or governmental proceedings so disclosed, which, in the case of either clause (i) and/or (ii), in the good faith opinion of the Administrative Agent, is likely to materially adversely affect the financial position or business of the Borrower, the Originator, the Servicer or the Performance Guarantor or materially impair the ability of the Borrower, the Originator, the Servicer or the Performance Guarantor to perform its obligations under this Restated Loan Agreement or any other Transaction Document; or (v) the Internal Revenue Service shall file notice of a lien pursuant to Section 6323 of the Code with regard to any of the assets of the Borrower or the Originator and such lien shall not have been released within 30 days and, with respect to the Originator only, such lien is in an amount exceeding $500,000, or the PBGC shall, or shall indicate its intention to, file notice of a lien pursuant to Section 4068 of ERISA with regard to any of the assets of the Borrower, the Originator or the Performance Guarantor and as to the Originator or the Performance Guarantor only, such lien is or will be in an amount exceeding $500,000; or (w) as at the end of any Collection Period, the Default Ratio shall exceed 1%; or (x) a successor Collateral Agent shall not have been appointed and accepted such appointment within 180 days after the retiring Collateral Agent shall have given notice of resignation pursuant to Section 4.4 of the Collateral Agreement; or (y) a "Default" or an "Event of Default" shall occur under the Repurchase Agreement, or the Repurchase Agreement shall cease to be in full force and effect; or (z) all of the outstanding equity ownership interests of the Borrower shall cease to be owned, directly or indirectly, by Pulte; or 78

(aa) the Borrower shall cease or otherwise fail to have a good and valid title to (or, to the extent that Article 9 of the UCC is applicable to the Borrower's acquisition thereof, a valid perfected security interest in) a significant portion of the Collateral (other than Collateral released in accordance with Section 3.3 or the Security Instruments shall for any reason (other than pursuant to the terms hereof) fail or cease to create a valid and perfected first priority security interest in the Mortgage Loans and the other Collateral for the benefit of the holders of the Obligations; or (bb) the Originator's Net Worth shall be less than $10,000,000; or (cc) as at the end of any Collection Period the amount of the Excess Spread is not positive; or (dd) as of the Settlement Date following any withdrawal from the Reserve Account pursuant to Section 2.8(e)(i) (after giving effect to any deposit to the Reserve Account pursuant to Section 2.7(c)(iii)(D) on such Settlement Date) the amount on deposit in the Reserve Account shall be less than the Required Reserve Account Amount and such deficiency is not funded within one Business Day; or (ee) any of Moody's, S&P or Fitch shall rate any publicly traded investment securities evidencing senior unsecured debt of the Performance Guarantor at less than Ba1, BBB-or BBB-, respectively. 8.2. Default Remedies. (a) Upon the occurrence and continuation of an Event of Default under Sections 8.1(f), (g) or (h) of this Restated Loan Agreement, the entire unpaid balance of the Obligations shall automatically become due and payable, the Drawdown Termination Date shall immediately occur and the Maximum Facility Amount and Seasonal Facility Amount shall immediately terminate, all without any notice or action of any kind whatsoever. (b) Upon the occurrence and continuation of an Event of Default under Sections 8.1(q), (u), (y), (cc) or (dd) of this Restated Loan Agreement, the Administrative Agent may declare the Drawdown Termination Date to have occurred and terminate the Maximum Facility Amount and the Seasonal Facility Amount. (c) Upon the occurrence and continuation of an Event of Default under any provision of Section 8.1 other than those set forth in Sections 8.2(a) and (b), or if any Event of Default set forth in Section 8.2(b) shall have continued for 90 days or more, the Administrative Agent may do any one or both of the following: (i) declare the entire unpaid balance of the Obligations immediately due and payable, whereupon it shall be due and payable; and (ii) declare the Drawdown Termination Date and the Seasonal Facility Termination Date to have occurred and terminate the Maximum Facility Amount and the Seasonal Facility Amount. (d) Upon the occurrence of an Event of Default under any provision of Section 8.1 and the acceleration of the unpaid balance of the Obligations pursuant to Section 8.2(a) or (c), the Administrative Agent may (and shall at the direction of the Majority Banks) do any one or more of the following: (i) reduce any claim to judgment; (ii) exercise the 79

rights of offset or banker's Lien against the interest of the Borrower in and to every account and other Property of the Borrower that are in the possession of the Lenders, the Managing Agents, the Collateral Agent or the Administrative Agent to the extent of the full amount of the Obligations (the Borrower being deemed directly obligated to the Lenders and the Administrative Agent in the full amount of the Obligations for such purposes); (iii) foreclose or direct the Collateral Agent to foreclose any or all Liens or otherwise realize upon any and all of the rights the Administrative Agent may have in and to the Collateral, or any part thereof; and (iv) exercise any and all other legal or equitable rights afforded by the Transaction Documents, applicable Governmental Requirements, or otherwise, including, but not limited to, the right to bring suit or other proceedings before any Governmental Authority either for specific performance of any covenant or condition contained in any of the Transaction Documents or in aid of the exercise of any right granted to the Lenders, the Managing Agents or the Administrative Agent in any of the Transaction Documents. (e) Notwithstanding anything to the contrary herein, the Obligations of the Borrower under this Restated Loan Agreement shall be recourse solely to the Mortgage Assets, and the Borrower shall have no obligation in respect of any deficiencies. 8.3. Paydowns. Immediately upon the occurrence of an Event of Default, and without any requirement for notice or demand (including, without limitation, any notice or demand otherwise required under Section 8.1), the Borrower shall (a) make a payment to the Administrative Agent equal to the Collateral Deficiency and (b) deliver to the Collateral Agent additional Take-Out Commitments in an amount equal to unrepaid Advances that have been made against any Uncovered Mortgage Loans. Take-Out Commitments for Conforming Loans that are delivered pursuant to clause (b), above, in addition to conforming with all other criteria of this Restated Loan Agreement, shall also substantially conform to the interest rates and "terms to maturity" for all Uncovered Mortgage Loans. This is a special, and not an exclusive, right or remedy, and any demand for performance under this Section 8.3 shall not waive or affect the Lenders' or the Administrative Agent's rights to enforce any security interest in the Collateral, collect a deficiency or to pursue damages or any other remedy, as herein provided or as permitted at law or in equity, until all Obligations have been fully paid and performed. 8.4. Waivers of Notice, Etc. Except as otherwise provided in this Restated Loan Agreement, the Borrower and each surety, endorser, guarantor and other party ever liable for payment of any sum or sums of money that may become due and payable, or the performance or any undertaking that may be owed, to the Lenders, the Managing Agents or the Administrative Agent pursuant to this Restated Loan Agreement, the Notes, or the other Transaction Documents, including the Obligations, jointly and severally waive demand for payment, presentment, protest, notice of protest and nonpayment or other notice of default, notice of acceleration and notice of intention to accelerate, and agree that its or their liability under this Restated Loan Agreement, the Notes or other Transaction Documents shall not be affected by any renewal or extension of the time or place of payment or performance hereof, or any indulgences by the Lenders, the Managing Agents or the Administrative Agent, or by any release or change in any security for the payment 80

of the Obligations, and hereby consent to any and all renewals, extensions, indulgences, releases or changes, regardless of the number of such renewals, extensions, indulgences, releases or changes. ARTICLE IX THE ADMINISTRATIVE AGENT 9.1. Authorization. Each Lender has appointed the Administrative Agent as its agent to take such action as agent on its behalf and to exercise such powers under this Restated Loan Agreement as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Restated Loan Agreement (including, without limitation, enforcement of this Restated Loan Agreement), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Banks, and such instructions shall be binding upon all Lenders; provided, however, that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Restated Loan Agreement or applicable law. 9.2. Reliance by Administrative Agent. Notwithstanding anything to the contrary in this Restated Loan Agreement or any other Transaction Document, neither the Administrative Agent nor any of its directors, officers, agents, representatives, employees, attorneysin-fact or Affiliates shall be liable for any action taken or omitted to be taken by it or them (in their capacity as or on behalf of the Administrative Agent) under or in connection with this Restated Loan Agreement or the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of the Notes as the holder thereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it or the Borrower and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or Managing Agent and shall not be responsible to any Lender or Managing Agent for any statements, warranties or representations made in or in connection with this Restated Loan Agreement or the other Transaction Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Restated Loan Agreement on the part of the Borrower or to inspect the Property (including the books and records) of the Borrower; (e) shall not be responsible to any Lender or Managing Agent for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Restated Loan Agreement or any other instrument or document furnished pursuant hereto or the enforceability or perfection or priority of any Collateral; and (f) shall incur no liability under or in respect of this Restated Loan Agreement or any other Transaction Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by 81

telegram, cable or telex) believed by the Administrative Agent to be genuine and signed or sent by the proper Person or party. 9.3. Administrative Agent and Affiliates. With respect to any Advance made by CL New York, CL New York shall have the same rights and powers under this Restated Loan Agreement as would any Lender and may exercise the same as though it were not the Administrative Agent. CL New York and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, the Managing Agents, any of the Borrower's Affiliates and any Person who may do business with or own securities of the Borrower, the Managing Agents or any such Affiliate, all as if CL New York were not the Administrative Agent and without any duty to account therefor to the Lenders. If CL New York is removed as Administrative Agent, such removal will not affect CL New York's rights and interests as a Lender. 9.4. Lender Decision. Each Lender (including each Lender that becomes a party hereto by assignment) acknowledges that it has, independently and without reliance on the Administrative Agent, any of its Affiliates or any other Lender and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Restated Loan Agreement. Each Lender also acknowledges that it will, independently and without reliance on the Administrative Agent, any of its Affiliates or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Restated Loan Agreement. 9.5. Rights of the Administrative Agent. Each right and remedy expressly provided by this Restated Loan Agreement as being available to the Administrative Agent shall be exercised by the Administrative Agent only at the direction of the Majority Banks. 9.6. Indemnification of Administrative Agent. Each Bank agrees to indemnify the Administrative Agent (to the extent not reimbursed by or on behalf of the Borrower), ratably according to the respective principal amounts held by it (or if no Advances are then outstanding, each Bank shall indemnify the Administrative Agent ratably according to the amount of its Bank Commitment), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Restated Loan Agreement or the other Transaction Documents or any action taken or omitted by the Administrative Agent under this Restated Loan Agreement or the other Transaction Documents, provided that no Bank shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct. 82

9.7. UCC Filings. The Lenders and the Borrower expressly recognize and agree that the Administrative Agent may be listed as the assignee or secured party of record on the various UCC filings made hereunder in order to perfect the security interest in the Collateral granted by the Borrower for the benefit of the holders of the Obligations and that such listing is for administrative convenience only in creating a record-holder or nominee to take certain actions hereunder on behalf of the holders of the Obligations. ARTICLE X INDEMNIFICATION 10.1. Indemnities by the Borrower. (a) General Indemnity. Without limiting any other rights that any such Person may have hereunder or under applicable law, the Borrower hereby agrees to indemnify each of the Lenders, each Managing Agent, the agents, any Affected Party, their respective successors, transferees, participants and assigns and all affiliates, officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an "Indemnified Party"), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related costs and expenses, including attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Restated Loan Agreement or the exercise or performance of any of its or their powers or duties, in respect of any Mortgage Loan or Take-Out Commitment, or related in any way to its or their possession of, or dealings with, the Collateral, excluding, however, (i) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party, (ii) internal costs and expenses incurred in the ordinary course of business and (iii) income taxes. 10.2. Contribution. If for any reason the indemnification provided above in this Section 10.1 is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations. ARTICLE XI ADMINISTRATION AND COLLECTION OF MORTGAGE LOANS 11.1. Designation of Servicer. The servicing, administration and collection of the Mortgage Assets shall be conducted by the Servicer so designated hereunder from time to time. Until the Administrative 83

Agent gives notice to the Borrower and the Originator of the designation of a new Servicer, the Originator is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. The Administrative Agent may at any time following the occurrence of a Servicer Default designate as Servicer any Person (including itself) to succeed the Originator or any successor Servicer, if such Person shall consent and agree to the terms hereof. The Servicer may, with the prior consent of the Administrative Agent, subcontract with any other Person for the servicing, administration or collection of the Mortgage Assets. Any such subcontract shall not affect the Servicer's liability for performance of its duties and obligations pursuant to the terms hereof. 11.2. Duties of Servicer. (a) The Servicer shall take or cause to be taken all such actions as may be necessary or advisable to collect each Mortgage Asset from time to time, all in accordance with applicable laws, rules and regulations, with care and diligence, and in accordance with the servicing guide issued by the Governmental Authority applicable to such Mortgage Asset or, in the case of Non-Conforming Loans, the servicing criteria specified by the Approved Investor that has issued a Take-Out Commitment with respect thereto. The Borrower and the Administrative Agent hereby appoint the Servicer, from time to time designated pursuant to Section 11.1, as agent for themselves and for the Lenders to enforce their respective rights and interests in the Mortgage Assets and the Collections thereof. In performing its duties as Servicer, the Servicer shall exercise the same care and apply the same policies as it would exercise and apply if it owned such Mortgage Loans and shall act in the best interests of the Borrower and the Lenders. (b) The Servicer shall administer the Collections in accordance with the procedures described in Section 2.7 and shall service the Collateral in accordance with Section 7.7. (c) The Servicer shall hold in trust for the Borrower and the Lenders, in accordance with their respective interests, all books and records (including, without limitation, computer tapes or disks) that relate to the Mortgage Assets. (d) The Servicer shall, as soon as practicable following receipt, turn over to the Borrower or the Originator, as appropriate, any cash collections or other cash proceeds received with respect to Property not constituting Mortgage Assets. (e) The Servicer shall, from time to time at the request of the Administrative Agent, furnish to the Administrative Agent (promptly after any such request) a calculation of the amounts set aside for the Lenders pursuant to Section 2.7(c). (f) The Servicer shall perform the duties and obligations of the Servicer set forth in the Collateral Agency Agreement and the other Security Instruments. 11.3. Certain Rights of the Administrative Agent. At any time following the designation of a Servicer other than the Originator pursuant to Section 11.1 or following an Event of Default: 84

(a) The Administrative Agent may direct the Obligors that all payments thereunder be made directly to the Administrative Agent or its designee. (b) At the Administrative Agent's request and at the Borrower's expense, the Borrower shall notify each Obligor of the Lien on the Mortgage Assets and direct that payments be made directly to the Administrative Agent or its designee. (c) At the Administrative Agent's request and at the Borrower's expense, the Borrower and the Servicer shall (i) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) that evidence or relate to the Mortgage Assets and Collections and Collateral, or that are otherwise necessary or desirable to collect the Mortgage Assets, and shall make the same available to the Administrative Agent at a place selected by the Administrative Agent or its designee, and (ii) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner reasonably acceptable to the Administrative Agent and, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee. (d) The Borrower authorizes the Administrative Agent to take any and all steps in the Borrower's name and on behalf of the Borrower that are necessary or desirable, in the determination of the Administrative Agent, to collect amounts due under the Mortgage Assets, including, without limitation, endorsing the Borrower's name on checks and other instruments representing Collections and enforcing the Mortgage Assets and the other Collateral. 11.4. Rights and Remedies. (a) If the Servicer fails to perform any of its obligations under this Restated Loan Agreement, the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such obligation; and the Administrative Agent's costs and expenses incurred in connection therewith shall be payable by the Servicer. (b) The Borrower and the Originator shall perform their respective obligations under the Mortgage Loans to the same extent as if such Mortgage Loans had not been sold by the Originator and the exercise by the Administrative Agent on behalf of the Lenders of their rights under this Restated Loan Agreement shall not release the Servicer or the Borrower from any of their duties or obligations with respect to any Mortgage Loans. Neither the Administrative Agent, nor the Lenders shall have any obligation or liability with respect to any Mortgage Loans, nor shall any of them be obligated to perform the obligations of the Borrower thereunder. (c) In the event of any conflict between the provisions of this Article XI of this Restated Loan Agreement and Article VI of the Repurchase Agreement, the provisions of this Restated Loan Agreement shall control. 11.5. Indemnities by the Servicer. Without limiting any other rights that the Administrative Agent, any Lender or Managing Agent or any of their respective Affiliates (each, a "Special Indemnified Party") may have hereunder or under applicable law, and in consideration of its appointment as Servicer, the 85

Servicer hereby agrees to indemnify each Special Indemnified Party from and against any and all claims, losses and liabilities (including attorneys' fees) (all of the foregoing being collectively referred to as "Special Indemnified Amounts") arising out of or resulting from any of the following (excluding, however, (x) Special Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Special Indemnified Party, (y) recourse for Mortgage Assets that are not collected, not paid or uncollectible on account of the insolvency, bankruptcy or financial inability to pay of the applicable Obligor or (z) any income taxes or any other tax or fee measured by income incurred by such Special Indemnified Party arising out of or as a result of this Restated Loan Agreement or the Borrowings hereunder): (a) any representation or warranty or statement made or deemed made by the Servicer under or in connection with this Restated Loan Agreement that shall have been incorrect in any respect when made; (b) the failure by the Servicer to comply in any material respect with any applicable law, rule or regulation with respect to any Mortgage Asset or the failure of any Mortgage Loan to conform to any such applicable law, rule or regulation; (c) the failure to have filed, or any delay in filing, financing statements, Mortgages or assignments of Mortgages under the applicable laws of any applicable jurisdiction with respect to any Mortgage Assets and the other Collateral and Collections in respect thereof, whether at the time of any purchase under the Repurchase Agreement or at any subsequent time; (d) any failure of the Servicer to perform its duties or obligations in accordance with the provisions of this Restated Loan Agreement; (e) the commingling of Collections at any time by the Servicer with other funds; (f) any action or omission by the Servicer reducing or impairing the rights of the Administrative Agent or the Lenders with respect to any Mortgage Asset or the value of any Mortgage Asset; (g) any Servicer Fees or other costs and expenses payable to any replacement Servicer, to the extent in excess of the Servicer Fees payable to the Servicer hereunder; or (h) any claim brought by any Person other than a Special Indemnified Party arising from any activity by the Servicer or its Affiliates in servicing, administering or collecting any Mortgage Asset. ARTICLE XII THE MANAGING AGENTS 12.1. Authorization. The CL New York Group has appointed CL New York as its Managing Agent to take such action as agent on its behalf and to exercise such powers under this Restated Loan 86

Agreement as are delegated to such Managing Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The Bank One Group has appointed Bank One as its Managing Agent to take such action as agent on its behalf and to exercise such powers under this Restated Loan Agreement as are delegated to such Managing Agent by the terms hereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Restated Loan Agreement (including, without limitation, enforcement of this Restated Loan Agreement), each Managing Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of its Majority Group Banks, and such instructions shall be binding upon all Lenders in its Group; provided, however, that such Managing Agent shall not be required to take any action which exposes such Managing Agent to personal liability or which is contrary to this Restated Loan Agreement or applicable law. 12.2. Reliance by Agent. Notwithstanding anything to the contrary in this Restated Loan Agreement or any other Transaction Document, neither of the Managing Agents nor any of their respective directors, officers, agents, representatives, employees, attorneys-in-fact or Affiliates shall be liable for any action taken or omitted to be taken by it or them (in their capacity as or on behalf of such Managing Agent) under or in connection with this Restated Loan Agreement or the other Transaction Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, each Managing Agent: (a) may treat the payee of the Notes as the holder thereof; (b) may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it or any such party and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender or to the other Managing Agents and shall not be responsible to any Lender or to the other Managing Agents for any statements, warranties or representations made in or in connection with this Restated Loan Agreement or the other Transaction Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Restated Loan Agreement on the part of the Borrower or to inspect the property (including the books and records) of the Borrower; (e) shall not be responsible to any Lender or to the other Managing Agents for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Restated Loan Agreement or any other instrument or document furnished pursuant hereto or the enforceability or perfection or priority of any Collateral; and (f) shall incur no liability under or in respect of this Restated Loan Agreement or any other Transaction Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, cable or telex) believed by such Managing Agent to be genuine and signed or sent by the proper Person or party. 12.3. Agent and Affiliates. With respect to any Advance made by a Managing Agent, such Managing Agent shall have the same rights and powers under this Restated Loan Agreement as would any Lender and may exercise the same as though it were not a Managing Agent. The Managing Agents and their respective Affiliates may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Borrower, any of the 87

Borrower's respective Affiliates and any Person who may do business with the Borrower or any such Affiliates or own the Borrower's securities or those of any such Affiliate, all as if no such Managing Agent were a Managing Agent and without any duty to account therefor to the Lenders. If any Managing Agent is removed as a Managing Agent, such removal will not affect the rights and interests of such Managing Agent as a Lender. 12.4. Notices. Each Managing Agent shall give each Lender in its Group prompt notice of each written notice received by it from the Borrower pursuant to the terms of this Restated Loan Agreement. 12.5. Lender Decision. Each Lender (including each Lender that becomes a party hereto by assignment) acknowledges that it has, independently and without reliance on any Managing Agent, any Managing Agent's Affiliates or any other Lender and based on such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Restated Loan Agreement. Each Lender also acknowledges that it will, independently and without reliance on any Managing Agent, any Managing Agent's Affiliates or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Restated Loan Agreement. ARTICLE XIII MISCELLANEOUS 13.1. Notices. Any notice or request required or permitted to be given under or in connection with this Restated Loan Agreement, the Notes or the other Transaction Documents (except as may otherwise be expressly required therein) shall be in writing and shall be mailed by first class or express mail, postage prepaid, or sent by telex, telegram, telecopy or other similar form of rapid transmission, confirmed by mailing (by first class or express mail, postage prepaid) written confirmation at substantially the same time as such rapid transmission, or personally delivered to an officer of the receiving party. With the exception of certain administrative and collateral reports that may be directed to specific departments of the Administrative Agent, all such communications shall be mailed, sent or delivered to the parties hereto at their respective addresses as follows:
Borrower: PULTE FUNDING, INC. 7475 South Joliet Street Englewood, Colorado 80112 Telephone: (303) 740-3386 Facsimile: (303) 741-2946 Attention: Dave Bruining with copies of any notices of Event of Default to: 88

Norman H. Beitner Honigman Miller Schwartz and Cohn LLP 2290 First National Building 660 Woodward Avenue Detroit, Michigan 48226 Telephone: (313) 465-7320 Facsimile: (313) 465-7321 Issuers: ATLANTIC ASSET SECURITIZATION CORP. c/o Lord Securities Corporation 45 Broadway, 19th Floor New York, New York 10006 Attention: Dwight Jenkins, Vice President With a copy to the Administrative Agent (except in the case of notice from the Administrative Agent). JUPITER SECURITIZATION CORPORATION c/o Bank One, NA (Main Office Chicago) Asset-Backed Finance Division 1 Bank One Plaza Chicago, Illinois 60670 Facsimile: (312) 732-1844 Banks: CREDIT LYONNAIS NEW YORK BRANCH Credit Lyonnais Building 1301 Avenue of the Americas New York, New York 10019 Facsimile: (212) 459-3258 Attention: Structured Finance LLOYDS TSB BANK PLC 1251 Avenue of the Americas 39th Floor New York, New York 10017 Telephone No.: (212) 930-5000 Facsimile: (212) 930-5098 Attention: Michelle White 89

BANK ONE, NA (MAIN OFFICE CHICAGO) c/o Bank One, NA (Main Office Chicago) Asset-Backed Finance Division 1 Bank One Plaza Chicago, Illinois 60670 Telephone No.: (312) 732-2722 Facsimile: (312) 732-1844 Seasonal Issuer: JUPITER SECURITIZATION CORPORATION c/o Bank One, NA (Main Office Chicago) Asset-Backed Finance Division 1 Bank One Plaza Chicago, Illinois 60670 Telephone No.: (212) 732-2722 Facsimile: (312) 732-1844 BANK ONE, NA (MAIN OFFICE CHICAGO) c/o Bank One, NA (Main Office Chicago) Asset-Backed Finance Division 1 Bank One Plaza Chicago, Illinois 60670 Telephone No.: (212) 732-2722 Facsimile: (312) 732-1844 CREDIT LYONNAIS NEW YORK BRANCH, Credit Lyonnais Building 1301 Avenue of the Americas New York, New York 10019 Telephone No.: (212) 261-7810 Telex No.: 62410 (Answerback: CRED A 62410 UW) Facsimile: (212) 459-3258 Attention: Structured Finance CREDIT LYONNAIS NEW YORK BRANCH, Credit Lyonnais Building 1301 Avenue of the Americas New York, New York 10019 Telephone No.: (212) 261-7810 Telex No.: 62410 (Answerback: CRED A 62410 UW) Facsimile: (212) 459-3258 Attention: Structured Finance 90

Seasonal Bank:

Administrative Agent:

Managing Agents:

BANK ONE, NA (MAIN OFFICE CHICAGO) c/o Bank One, NA (Main Office Chicago) Asset-Backed Finance Division 1 Bank One Plaza Chicago, Illinois 60670 Facsimile: (312) 732-1844 Telephone No. (312) 732-1844 Originator and Servicer: PULTE MORTGAGE CORPORATION 7475 South Joliet Street Englewood, CO 80112 Telephone: (303) 740-3386 Facsimile: (303) 741-2946 Attention: Dave Bruining

or at such other addresses or to such officer's, individual's or department's attention as any party may have furnished the other parties in writing. Any communication so addressed and mailed shall be deemed to be given when so mailed, except that notices and requests given pursuant to Section 3.3(e). Borrowing Requests and communications related thereto shall not be effective until actually received by the Collateral Agent, the Administrative Agent, the Issuers or the Borrower, as the case may be; and any notice so sent by rapid transmission shall be deemed to be given when receipt of such transmission is acknowledged, and any communication so delivered in person shall be deemed to be given when receipted for by, or actually received by, an authorized officer of the Borrower, the Collateral Agent, or the Administrative Agent. 13.2. Amendments, Etc. No amendment or waiver of any provision of this Restated Loan Agreement or consent to any departure by the Borrower therefrom shall be effective unless in a writing signed by the Majority Banks, the Administrative Agent (as agent for the Issuers) and the Administrative Agent (and, in the case of any amendment, also signed by the Borrower), and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Notwithstanding the foregoing, unless an amendment, waiver or consent shall be made in writing and signed by each of the Banks, the Managing Agents, and the Administrative Agent, and each of the Rating Agencies shall confirm that any amendment will not result in a downgrade or withdrawal of the ratings assigned to any Commercial Paper Notes, no amendment, waiver or consent shall do any of the following: (a) amend the definitions of Eligible Mortgage Loan, Collateral Value, Advance Rate or Majority Banks or (b) amend, modify or waive any provision of this Restated Loan Agreement in any way that would: (i) reduce the amount of principal or interest that is payable on account of any Advance or delay any scheduled date for payment thereof or 91

(ii) impair any rights expressly granted to an assignee or participant under this Restated Loan Agreement or (c) reduce the fees payable by the Borrower, the Managing Agents, to the Administrative Agent or the Lenders or delay the dates on which such fees are payable or (d) amend or waive the Event of Default set forth in Sections 8.1(f), (g) or (h) relating to the bankruptcy of the Performance Guarantor, the Originator or the Borrower or (e) amend or waive the Event of Default set forth in Section 8.1(w) relating to the maximum Default Ratio or (f) amend clause (a) of the definition of Drawdown Termination Date or (g) amend this Section 13.2; and provided, further, that no amendment, waiver or consent shall, unless in writing and signed by the Servicer in addition to the other parties required above to take such action, affect the rights or duties of the Servicer under this Restated Loan Agreement. No failure on the part of the Lenders, the Managing Agents, or the Administrative Agent to exercise, and no delay in exercising, any right thereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. 13.3. Invalidity. In the event that any one or more of the provisions contained in the Notes, this Restated Loan Agreement or any other Transaction Document shall, for any reason, be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of such document. 13.4. Restrictions on Informal Amendments. No course of dealing or waiver on the part of the Administrative Agent, the Managing Agents, the Collateral Agent, any Lender or any Affected Party, or any of their officers, employees, consultants or agents, or any failure or delay by any such Person with respect to exercising any right, power or privilege under the Notes, this Restated Loan Agreement or any other Transaction Document shall operate as an amendment to express written terms of the Notes, this Restated Loan Agreement or any other Transaction Document or shall act as a waiver of any right, power or privilege of any such Person. 13.5. Cumulative Rights. The rights, powers, privileges and remedies of each of the Lenders, the Collateral Agent, the Managing Agents, and the Administrative Agent under the Notes, this Restated Loan Agreement, and any other Transaction Document shall be cumulative, and the exercise or partial exercise of any such right, power, privilege or remedy shall not preclude the exercise of any other right or remedy. 92

13.6. Construction; Governing Law. THIS RESTATED LOAN AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). 13.7. Interest. Any provisions herein, in the Notes, or in any other Transaction Document, or any other document executed or delivered in connection herewith, or in any other agreement or commitment, whether written or oral, expressed or implied, to the contrary notwithstanding, the Lenders shall in no event be entitled to receive or collect, nor shall or may amounts received hereunder be credited, so that the Lenders shall be paid, as interest, a sum greater than the maximum amount permitted by applicable law to be charged to the Person primarily obligated to pay such Note at the time in question. If any construction of this Restated Loan Agreement, any Note or any other Transaction Document, or any and all other papers, agreements or commitments indicate a different right given to a Lender to ask for, demand or receive any larger sum as interest, such is a mistake in calculation or wording that this clause shall override and control, it being the intention of the parties that this Restated Loan Agreement, each Note, and all other Transaction Documents or other documents executed or delivered in connection herewith shall in all things comply with applicable law and proper adjustments shall automatically be made accordingly. In the event that any of the Lenders shall ever receive, collect or apply as interest, any sum in excess of the maximum nonusurious rate permitted by applicable law (the "Maximum Rate"), if any, such excess amount shall be applied to the reduction of the unpaid principal balance of the Note held by such Lender, and if such Note is paid in full, any remaining excess shall be paid to the Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Maximum Rate, if any, the Borrower and each of the Lenders shall, to the maximum extent permitted under applicable law: (a) characterize any nonprincipal payment as an expense or fee rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) "spread" the total amount of interest throughout the entire term of the respective Note; provided that if any Note is paid and performed in full prior to the end of the full contemplated term hereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Rate, if any, the respective Lender shall refund to the Borrower the amount of such excess, or credit the amount of such excess against the aggregate unpaid principal balance of all Advances made by such Lender hereunder at the time in question. 13.8. Right of Offset. The Borrower hereby grants to each of the Lenders and the Administrative Agent and to any assignee or participant a right of offset, to secure the repayment of the Obligations, upon any and all monies, securities or other Property of the Borrower, and the proceeds therefrom now or hereafter held or received by or in transit to such Person, from or for the account of the Borrower, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special, time or demand, provisional or final) and credits of the Borrower, and any and all claims of the Borrower against such Person at 93

any time existing. Upon the occurrence of any Event of Default, such Person is hereby authorized at any time and from time to time, without notice to the Borrower, to offset, appropriate, and apply any and all items hereinabove referred to against the Obligations. Notwithstanding anything in this Section 13.8 or elsewhere in this Restated Loan Agreement to the contrary, the Administrative Agent and the Lenders and any assignee or participant shall not have any right to offset, appropriate or apply any accounts of the Borrower that consist of escrowed funds (except and to the extent of any beneficial interest of the Borrower in such escrowed funds) that have been so identified by the Borrower in writing at the time of deposit thereof. 13.9. Successors and Assigns. (a) This Restated Loan Agreement and the Lenders' rights and obligations herein (including ownership of each Advance) shall be assignable by the Lenders and their successors and assigns to any Eligible Assignee. Each assignor of an Advance or any interest therein shall notify the Administrative Agent and the Borrower of any such assignment. (b) Each Bank may assign to any Eligible Assignee or to any other Bank all or a portion of its rights and obligations under this Restated Loan Agreement (including, without limitation, all or a portion of its Bank Commitment and any Advances or interests therein owned by it), provided however, that: (i) each such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Restated Loan Agreement, (ii) the amount being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance Agreement with respect to such assignment) shall in no event be less than the lesser of (x) $20,000,000 and (y) all of the assigning Bank's Bank Commitment, (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance Agreement, together with a processing and recordation fee of $2,500, and (iv) concurrently with such assignment, such assignor Bank shall assign to such assignee Bank an equal percentage of its rights and obligations under the related Liquidity Agreement. Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance Agreement, (x) the assignee thereunder shall be a party to this Restated Loan Agreement and, to the extent that rights and obligations hereunder or under this Restated Loan Agreement have been assigned to it pursuant to such Assignment and Acceptance Agreement, have the rights and obligations of a Bank hereunder and thereunder and (y) the assigning Bank shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance Agreement, relinquish such rights and be released from such obligations under this Restated Loan Agreement (and, in the case of an Assignment and Acceptance Agreement covering all or 94

the remaining portion of an assigning Bank's rights and obligations under this Restated Loan Agreement, such Bank shall cease to be a party thereto). (c) The Administrative Agent shall maintain at its address referred to in Section 13.1 a copy of each Assignment and Acceptance Agreement delivered to and accepted by it and a register for the recordation of the names and addresses of the Banks and the Bank Commitment of, and aggregate outstanding principal of Advances or interests therein owned by, each Bank from time to time (the "Register"). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Servicer, the Managing Agents, the Administrative Agent and the Banks may treat each person whose name is recorded in the Register as a Bank under this Restated Loan Agreement for all purposes of this Restated Loan Agreement. The Register shall be available for inspection by the Borrower, the Servicer, the Managing Agents, the Administrative Agent or any Bank at any time and from time to time upon prior notice. (d) Each Bank may sell participations, to one or more banks or other entities that are Eligible Assignees, in or to all or a portion of its rights and obligations under this Restated Loan Agreement (including, without limitation, all or a portion of its Bank Commitment and the Advances or interests therein owned by it); provided, however, that: (i) such Bank's obligations under this Restated Loan Agreement (including, without limitation, its Bank Commitment to the Borrower thereunder) shall remain unchanged, (ii) such Bank shall remain solely responsible to the other parties to this Restated Loan Agreement for the performance of such obligations, and (iii) concurrently with such participation, the selling Bank shall sell to such bank or other entity a participation in an equal percentage of its rights and obligations under the related Liquidity Agreement. The Administrative Agent, the other Banks, the Managing Agents, the Servicer and the Borrower shall have the right to continue to deal solely and directly with such Bank in connection with such Bank's rights and obligations under this Restated Loan Agreement. (e) The Borrower may not assign its rights or obligations hereunder or any interest herein without the prior written consent of the Administrative Agent, each Managing Agent, and each Lender. (f) The parties hereto acknowledge that Atlantic has granted to the Atlantic Program Agent for the benefit of holders of its Commercial Paper Notes, its liquidity banks, and certain other creditors of Atlantic, a security interest in its right, title and interest in and to the Advances, the Transaction Documents and the Collateral. Each reference herein or in any of the other Transaction Documents to the Liens in the Collateral granted to Atlantic under the Transaction Documents shall be deemed to include a reference to such security interest of the Atlantic Program Agent. 95

13.10. Survival of Termination. The provisions of Article X and Sections 2.12, 11.4, 13.14, 13.15 and 13.20 shall survive any termination of this Restated Loan Agreement. 13.11. Exhibits. The exhibits attached to this Restated Loan Agreement are incorporated herein and shall be considered a part of this Restated Loan Agreement for the purposes stated herein, except that in the event of any conflict between any of the provisions of such exhibits and the provisions of this Restated Loan Agreement, the provisions of this Restated Loan Agreement shall prevail. 13.12. Titles of Articles, Sections and Subsections. All titles or headings to articles, sections, subsections or other divisions of this Restated Loan Agreement or the exhibits hereto are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such articles, sections, subsections or other divisions, such other content being controlling as to the agreement between the parties hereto. 13.13. Counterparts. This Restated Loan Agreement may be executed in two or more counterparts, and it shall not be necessary that the signatures of each of the parties hereto be contained on any one counterpart hereof; each counterpart shall be deemed an original, but all counterparts together shall constitute one and the same instrument. 13.14. No Proceedings. The Borrower, the Servicer, the Administrative Agent and each Bank hereby agrees that it will not institute against the Issuers, or join any other Person in instituting against the Issuers, any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law so long as any Commercial Paper Notes issued by the either of the Issuers shall be outstanding or there shall not have elapsed one year plus one day since the last day on which any such Commercial Paper Notes shall have been outstanding. The foregoing shall not limit the rights of the Borrower, the Servicer, any Managing Agent, the Administrative Agent or any Bank to file any claim in or otherwise take any action with respect to any insolvency proceeding that was instituted by any other Person. 13.15. Confidentiality. The Borrower and the Servicer each hereby agrees that it will maintain and cause its respective employees to maintain the confidentiality of this Restated Loan Agreement, and the other Transaction Documents (and all drafts thereof), and each Lender, each Managing Agent, and the Administrative Agent agrees that it will maintain and cause its respective employees to maintain the confidentiality of the Collateral and all other non-public information with respect to 96

the Borrower and the Servicer, and their respective businesses obtained by such party in connection with the structuring, negotiating and execution of the transactions contemplated herein, in each case except (a) as may be required or appropriate in communications with its respective independent public accountants, legal advisors, or with independent financial rating agencies, (b) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over it, (c) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation, (d) as may be required by or in order to comply with any law, order, regulation or ruling, (e) in the case of any Bank, any Issuer, each Managing Agent, or the Administrative Agent, to any Liquidity Bank or provider of credit support to either of the Issuers, either Managing Agent, any dealer or placement Administrative Agent for either of the Issuers' commercial paper, and any actual or potential assignee of, or participant in, any of the rights or obligations of such Lender, or (f) in the case of any Issuer, any Managing Agent or the Administrative Agent, to any Person whom any dealer or placement Administrative Agent for either of the Issuers shall have identified as an actual or potential investor in Commercial Paper Notes; provided that any proposed recipient under clause (e) or (f) shall, as a condition to the receipt of any such information, agree to maintain the confidentiality thereof. 13.16. Recourse Against Directors, Officers, Etc. The Obligations are solely the corporate obligations of the Borrower. No recourse for the Obligations shall be had hereunder against any director, officer, employee (in its capacity as such, and not as Servicer), trustee, Administrative Agent or any Person owning, directly or indirectly, any legal or beneficial interest in the Borrower (in its capacity as such owner, and not as Servicer, Performance Guarantor or otherwise as a party to any Transaction Document). This Section 13.16 shall not, however, (a) constitute a waiver, release or impairment of the Obligations, or (b) affect the validity or enforceability of the Restated Performance Guaranty or any other Transaction Document to which the Originator, the Servicer, the Performance Guarantor or any of their Affiliates may be a party. 13.17. Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS RESTATED LOAN AGREEMENT, THE NOTES, ANY OTHER TRANSACTION DOCUMENT OR UNDER ANY AMENDMENT, INSTRUMENT OR DOCUMENT DELIVERED OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY BANKING OR OTHER RELATIONSHIP EXISTING IN CONNECTION WITH THIS RESTATED LOAN AGREEMENT, THE NOTES OR ANY OTHER TRANSACTION DOCUMENT AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 13.18. Consent to Jurisdiction; Waiver of Immunities. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT: 97

(a) IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND, SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS RESTATED LOAN AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO MAINTENANCE OF SUCH ACTION OR PROCEEDING. (b) TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS RESTATED LOAN AGREEMENT. 13.19. Costs, Expenses and Taxes. In addition to its obligations under Articles II and X, the Borrower agrees to pay on demand: (a) (i) all out-of-pocket costs and expenses incurred by the Administrative Agent, the Managing Agents and the Lenders, in connection with the negotiation, preparation, execution and delivery or the administration (including periodic auditing) of this Restated Loan Agreement, the Notes, the other Transaction Documents, and, to the extent related to this Restated Loan Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), and any amendments, consents or waivers executed in connection therewith, including, without limitation, (A) the fees and expenses of counsel to any of such Persons incurred in connection with any of the foregoing or in advising such Persons as to their respective rights and remedies under any of the Transaction Documents or (to the extent related to this Restated Loan Agreement) the Program Documents, and (B) all out-of-pocket expenses (including fees and expenses of independent accountants) incurred in connection with any review of the books and records of the Borrower or the Servicer either prior to the execution and delivery hereof or pursuant to Section 6.8, and (ii) all costs and expenses incurred by the Administrative Agent, the Managing Agents and the Lenders, in connection with the enforcement of, or any actual or claimed breach of, this Restated Loan Agreement, the Notes, the other Transaction Documents and, to the extent related to this Restated Loan Agreement, the Program Documents (including any amendments or modifications of or supplements to the Program Documents entered into in connection herewith), including, without limitation, the fees and expenses of counsel to any of such Persons incurred in connection therewith including without limitation, with respect to each 98

Issuer, the cost of rating the Commercial Paper Notes by the Rating Agencies and the reasonable fees and outof-pocket expenses of counsel to each Issuer; and (b) all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Restated Loan Agreement, the Notes, the other Transaction Documents or (to the extent related to this Restated Loan Agreement) the Program Documents, and agrees to indemnify each Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. 13.20. Entire Restated Loan Agreement. THE NOTES, THIS RESTATED LOAN AGREEMENT, AND THE OTHER TRANSACTION DOCUMENTS EXECUTED AND DELIVERED AS OF EVEN DATE HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES HERETO AND THERETO ANY MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 13.21. Excess Funds. An Issuer shall not be obligated to pay any amount pursuant to this Restated Loan Agreement unless such Issuer has excess cash flow from operations or has received funds with respect to such obligation which may be used to make such payment and which funds or excess cash flow are not required to repay when due its Commercial Paper Note or other short term funding backing its Commercial Paper Notes. Any amount which such Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim, as defined in Section 101(5) of the United States Bankruptcy Code, against such Issuer for any such insufficiency unless and until such Issuer does have excess cash flow or excess funds. *** 99

IN WITNESS WHEREOF, the parties hereto have caused this Restated Loan Agreement to be duly executed as of the date first above written. PULTE FUNDING, INC., as the Borrower
By: /s/ John D'Agostino ------------------Name: John D'Agostino Title: Vice President

ATLANTIC ASSET SECURITIZATION CORP., as an Issuer By: Credit Lyonnais New York Branch, as Attorney-in-Fact
By: /s/ Gary M. Miller ------------------Name: Gary M. Miller Title: Director

JUPITER SECURITIZATION CORPORATION, as an Issuer and a Seasonal Issuer
By: /s/ Daniel J. Clarke, Jr. ---------------------------Name: Daniel J. Clarke, Jr. Title: Authorized Signer

CREDIT LYONNAIS NEW YORK BRANCH, as a Bank, the Administrative Agent and a Managing Agent
By: /s/ Gary M. Miller ------------------Name: Gary M. Miller Title: Director

BANK ONE, NA (MAIN OFFICE CHICAGO), as a Bank, a Seasonal Bank and a Managing Agent
By: /s/ Daniel J. Clarke, Jr. ------------------------Name: Daniel J. Clarke, Jr. Title: Director

100

LLOYDS TSB BANK PLC, as a Bank
By: /s/ Michelle White /s/ Tamara Swaby ----------------------------------------------Name: Michelle White Tamara Swaby Title: Assistant Vice President Executive Officer Structured Finance Structured Finance

PULTE MORTGAGE CORPORATION, as the Servicer
By: /s/ David M. Bruining --------------------Name: David M. Bruining Title: Senior Vice President/Chief Financial Officer

101

[Pulte Restated Loan Agreement] SCHEDULE I BANK COMMITMENTS AND PERCENTAGES
Bank ---CREDIT LYONNAIS NEW YORK BRANCH* BANK ONE, NA (MAIN OFFICE CHICAGO)** LLOYDS TSB BANK PLC* Bank Commitment --------------$125,000,000 $125,000,000 $75,000,000 Bank Commit Percenta -------38.46% 38.46% 23.08%

SEASONAL BANK COMMITMENTS AND SEASONAL PERCENTAGES
Seasonal Bank Commitment ---------$50,000,000 Seasonal Ba Commitmen Percentag --------100%

Seasonal Bank ------------BANK ONE, NA (MAIN OFFICE CHICAGO)**

* Part of the CL New York Group, related to Atlantic. ** Part of the Bank One Group, related to Jupiter. I-1

[Pulte Restated Loan Agreement] SCHEDULE II APPROVED INVESTORS
MOODY'S FITCH S&P TAKE-OUT INVESTORS LIMIT LT/ST LT/ST LT/ST --------------------------------------------------------------------------------------------------------ABN AMRO Incorporated 100% Astoria Financial Corp. 10% Ba3 NR Moody' Aurora Loan Services, Inc. 25% NR AAA S&P: S BNP Paribas Securities Corp. 100% Banc of America Securities LLC 100% Banc One Corp. 100% A1 N.A. Moody' Banc One Capital Markets, Inc. 100% Banc of America Securities LLC 100% Bank of America Mortgage (formerly Nationsbanc Mortgage Corp.) 100% Aa3/P-1 A+/A1 Moody' Barlays Capital Inc. 100% Bear, Stearns & Co., Inc. 100% Charter One Financial Inc. 25% NR BBB S&P: S Chase Financial Corp. 100% NR NR Chase Manhattan Mortgage Corporation 100% A1 AAA Moody' Chase Securities Inc. 100% CIBC World Markets Corp. 100% Citicorp Mortgage Corp. 100% Aaa NR Citi M Sectio Commercial Federal Corp. 10% B1 BB+ Moody' Countrywide 100% A3/P-2 A/A1 Moody' Credit Suisse First Boston 100% Credit Suisse First Boston Corporation/Donaldson, Lufkin & 100% Jenrette Securities Corporation Daiwa Securities America, Inc. 100% Deutsche Bank Securities Inc. 100% ---------------------------------------------------------------------------------------------------------

II-1

[Pulte Restated Loan Agreement]
MOODY'S FITCH S&P TAKE-OUT INVESTORS LIMIT LT/ST LT/ST LT/ST --------------------------------------------------------------------------------------------------------Dresdner Kleinwort Benson North America LLC 100% --------------------------------------------------------------------------------------------------------Federal Home Mortgage Corp. 100% Aaa/P-1 AAA/ A1+ M Federal National Mortgage Association 100% Aaa/P-1 AAA M Fidelity BancShares, Inc. 10% NR NR First Franklin 10% NR NR First Nationwide Mortgage Corporation 25% NR NR First Union Mortgage Corporation 100% A1/P-1 A/A1 F S Fleet Mortgage group 100% A2 A+ M Fuji Securities Inc. 100% GE Capital Mortgage Services Inc. 100% Aaa AAA M GMAC Mortgage 100% NR AAA M Goldman, Sachs & Co. 100% Government National Mortgage Association. 100% Aaa AAA Greenwich Capital Markets, Inc. 100% Greenpoint Mortgage (formerly Headlands Mortgage) 50% Baa2 BBB/A2 G S HSBC Securities (USA) Inc. 100% Homeside Lending Inc. 100% A1 A+/A1 M Indy Mac (Independent National Mortgage Corp.) 100% BBBJ. P. Morgan Securities, Inc. 100% Leader Mortgage Corp. 10% NR NR Lehman Brothers Inc. 100% Long Beach Financial Corp. 25% NR NR Merrill Lynch Government Securities Inc. 100% Morgan Stanley & Co. Incorporated 100% Nesbitt Burns Securities Inc. 100% Nomura Securities International, Inc. 100% Ohio Savings Financial Corp. (Ohio Savings Bank) 10% NR NR PaineWebber Incorporated 100% ---------------------------------------------------------------------------------------------------------

II-2

[Pulte Restated Loan Agreement]
MOODY'S FITCH S&P TAKE-OUT INVESTORS LIMIT LT/ST LT/ST LT/ST --------------------------------------------------------------------------------------------------------Pulte Corporation 25% BBB Baa3 M Regions Mortgage, Inc. (Regions Bank) 100% Aa3/P-1 A+/A1 --------------------------------------------------------------------------------------------------------Residential Mortgage Inc. 10% NR NR Salomon Smith Barney 100% SG Cowen Securities Corporation 100% Saxon Mortgage, Inc. 100% A NR M UBS Warburg LLC 100% Washington Mutual (formerly Alta Residential Mortgage) 100% A2 AM Wells Fargo Funding, Inc. (formerly Norwest mortgage) 100% Aa2/ P-1 A+/A1 W S Wells Fargo Mortgage Resources (formerly Director's Acceptance) 100% Aa2/ P-2 A+/A2 W S Zions First National Bank 100% Colorado Housing Finance Authority 10% Aaa AA-/A1+ M Dakota County Bond (Minnesota) 10% Aaa NR M Florida Housing Finance Agency 10% Aa1 NR M Housing Finance Authority of Broward County (FL) 10% Aaa NR M Illinois Housing Development Authority 10% Aaa AA-/A1+ M Maryland Housing Opportunities Commission (HOC) 10% NR NR Minnesota Housing Finance Agency 10% NR NR Nevada State Housing Finance Agency 10% NR NR New Jersey Housing Finance Agency 10% NR NR North Carolina HFA 10% Aa3 AA-/A1+ M The Industrial Development Authority of the County of Pima, AZ 10% Ba3 B+ M The Industrial Development Authority of the County of Maricopa, AZ 10% WR A/A1 M Pinellas County Finance Authority 10% Aaa AM Texas Department of Housing and Community Affairs (TDHCA) 10% Aaa AA/A1+ M Texas Veteran Land Bond and bon VLB Loans 10% NR NR ---------------------------------------------------------------------------------------------------------

II-3

[Pulte Restated Loan Agreement] JS: Junior Subordinated RB: Revenue Bonds SB: Subordinated SS: Senior Secured SU: Senior Unsecured II-4

[Pulte Restated Loan Agreement] SCHEDULE III UCC SEARCH No Exceptions. III-1

[Pulte Restated Loan Agreement] SCHEDULE IV LITIGATION None. IV-1

[Pulte Restated Loan Agreement] EXHIBIT A FORM OF ASSIGNMENT AND ACCEPTANCE Dated ________, 20__ Reference is made to the Amended and Restated Loan Agreement dated as of August 23, 2002, among PULTE FUNDING, INC., as the Borrower (hereinafter, together with its successors and assigns, the "Borrower"), ATLANTIC ASSET SECURITIZATION CORP., as an Issuer (hereinafter, together with its successors and assigns, "Atlantic"), JUPITER SECURITIZATION CORPORATION, as an Issuer (hereinafter, together with its successors and assigns, "Jupiter") CREDIT LYONNAIS NEW YORK BRANCH ("CL New York"), as a Bank, the Administrative Agent and a Managing Agent, BANK ONE, NA (MAIN OFFICE CHICAGO), (hereinafter, together with its successors and assigns, "Bank One"), as a Bank, a Seasonal Bank and as a Managing Agent, LLOYDS TSB BANK PLC, as a Bank (hereinafter, together with its successors and assigns, "Lloyds") and PULTE MORTGAGE CORPORATION, as the Servicer (hereinafter, together with its successors and assigns, "PMC" or the "Originator") (such agreement, as from time to time supplemented, amended, restated or extended, the "Restated Loan Agreement"). _______________ (the "Assignor") and ________________ (the "Assignee") agree as follows: 1. Purchase and Sale of Interest. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor's rights and obligations as a [Bank][Seasonal Bank] under the Restated Loan Agreement as of the date hereof equal to the [Bank Commitment Percentage] [Seasonal Bank Commitment Percentage] specified on the signature page hereto of all outstanding rights and obligations of [all Banks] [the Seasonal Bank] under the Restated Loan Agreement. After giving effect to such sale and assignment, the Assignee's [Bank Commitment] [Seasonal Bank Commitment] and the principal amount of [Advances] [Seasonal Advances] held by the Assignee will be as set forth in Section 2 of the signature page hereto. 2. Representations and Disclaimers of Assignor. The Assignor (1) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (2) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Restated Loan Agreement or the execution, legality, validity, enforceability, genuineness, A-1

[Pulte Restated Loan Agreement] sufficiency or value of the Restated Loan Agreement or any other instrument or document furnished pursuant thereto; and (3) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, the Originator, or the Servicer or the performance or observance by the Borrower, the Originator, or the Servicer of any of its respective obligations under the Restated Loan Agreement or any other instrument or document furnished pursuant thereto. 3. Representations and Agreements of Assignee. The Assignee (1) confirms that it has received a copy of the Restated Loan Agreement, together with copies of the most recent financial statements referred to in Section 6.1 thereto and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance Agreement (this "Assignment and Acceptance"); (2) agrees that it will, independently and without reliance upon the Administrative Agent or the Assignor and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Restated Loan Agreement; (3) appoints and authorizes the Administrative Agent and __________________ as its Managing Agent to take such action as agent on its behalf and to exercise such powers under the Restated Loan Agreement as are delegated to the Administrative Agent and such Managing Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (4) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Restated Loan Agreement are required to be performed by it as a [Bank] [Seasonal Bank]; (5) specifies as its address for notices the office set forth beneath its name on the signature pages hereof; (6) represents that this Assignment and Acceptance has been duly authorized, executed and delivered by such Assignee pursuant to its entity powers and constitutes the legal, valid and binding obligation of such Assignee; and (7) if the Assignee is organized under the laws of a jurisdiction outside the United States, (a) attaches the forms prescribed by the Internal Revenue Service of the United States certifying as to the Assignee's status for purposes of determining exemption from United States withholding taxes with respect to all payments to be made to the Assignee under the Restated Loan Agreement or such other documents as are necessary to indicate that all such payments are subject to such taxes at a rate reduced by A-2

[Pulte Restated Loan Agreement] an applicable tax treaty, and (b) agrees to provide its Managing Agent (to the extent permitted by applicable law) with similar forms for each subsequent tax year of the Assignee in which payments are to be made to the Assignee under the Restated Loan Agreement. 4. Effectiveness of Assignment. (a) Following the execution of this Assignment and Acceptance by the Assignor and the Assignee, counterparts will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent and to the Assignor's Managing Agent. The effective date of this Assignment and Acceptance shall be the date of acceptance thereof by the Administrative Agent and acknowledgement of receipt by the applicable Managing Agent, unless otherwise specified in Section 3 of the signature page hereto (the "Effective Date"). (1) Upon such acceptance and recording by the Administrative Agent and acknowledgement of receipt by the applicable Managing Agent, as of the Effective Date, (i) the Assignee shall be a party to the Restated Loan Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a [Bank] [Seasonal Bank] thereunder and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Restated Loan Agreement. (2) Upon such acceptance and recording by the Administrative Agent and acknowledgement of receipt by the applicable Managing Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Restated Loan Agreement in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Restated Loan Agreement for periods prior to the Effective Date directly between themselves. 5. Obligations of the Assignee, Including Confidentiality. The Assignee agrees to abide by any obligations set forth in the Restated Loan Agreement on the part of the [Bank] [Seasonal Bank] including, without limitation, the obligations as to confidentiality set forth in Section 12.15 of the Restated Loan Agreement. 6. GOVERNING LAW. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). [Signatures Follow] A-3

[Pulte Restated Loan Agreement] IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution being made on the signature page hereto.
Section 1. [Bank Commitment Percentage] [Seasonal Bank Commitment Percentage]:(2) Section 2. Assignee's [Bank] [Seasonal Bank] Commitment: Aggregate principal amount of [Advances] [Seasonal Advances] held by the Assignee: Section 3. Effective Date:(3) [NAME OF ASSIGNOR] By:__________________________ Title:

______%

$______

$______

_______, 20__ [NAME OF ASSIGNEE] By:__________________________ Title: Address for Notices: [Insert]

--------

(2) This percentage must be the same percentage as for the Assignee under its Liquidity Agreement. (3) This date should be no earlier than the date of acceptance by the Administrative Agent. A-4

[Pulte Restated Loan Agreement] Accepted this _____ day of ______________,_____ CREDIT LYONNAIS NEW YORK BRANCH, as Administrative Agent By: ____________________________ Name: Title: Receipt Acknowledged: ___________________________, as Managing Agent By: _______________________ Name: Title: A-5

[Pulte Restated Loan Agreement] EXHIBIT B FORM OF AMENDED AND RESTATED SUBORDINATION AGREEMENT THIS AMENDED AND RESTATED SUBORDINATION AGREEMENT (this "Restated Subordination Agreement") is entered into as of August 23, 2002, by PULTE HOMES, INC., a Michigan corporation (formerly known as Pulte Corporation) ("Pulte"), in favor of PULTE FUNDING, INC., a Michigan corporation, ("Borrower") and CREDIT LYONNAIS NEW YORK BRANCH, as administrative agent (the "Administrative Agent") under the Restated Loan Agreement referred to below. RECITALS A. Pulte Mortgage Corporation, a Delaware corporation, ("PMC" or the "Originator") and the Borrower have entered into a Amended and Restated Addendum to the Master Repurchase Agreement dated as of August 23, 2002 (as amended or restated from time to time, the "Restated Repurchase Agreement") pursuant to which the Originator may sell to the Borrower, and the Borrower may acquire from the Originator, certain Mortgage Loans and pursuant to which the Originator may repurchase those Mortgage Loans. B. Borrower has entered into an Amended and Restated Loan Agreement dated as of August 23, 2002 (as amended or restated from time to time, the "Restated Loan Agreement") with the Administrative Agent, the Managing Agents parties thereto, the Issuers parties thereto, the Banks party thereto, and PMC, as Servicer, (in such capacity, the "Servicer"), pursuant to which, and subject to the terms of which, the Lenders have agreed to make loans to the Borrower secured by Mortgage Loans and other collateral, and PMC has agreed to provide certain administration and collection services. C. It is a condition precedent to the initial purchase under the Restated Repurchase Agreement and the initial loan under the Restated Loan Agreement that the Companies shall have entered into this Agreement, pursuant to which all existing and future obligations of the Originator to Pulte or to any Affiliate of Pulte or the Originator is subordinated to certain obligations of the Originator under the Restated Repurchase Agreement and of the Servicer under the Restated Loan Agreement. AGREEMENTS In consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Companies hereby covenant and agree with Borrower and the Administrative Agent as follows: 1. Terms defined in the Restated Repurchase Agreement or the Restated Loan Agreement have the same meanings when used in this Restated Subordination Agreement, except that, solely for the purpose of this Restated Subordination Agreement, the term "Affiliate", when used in connection with Pulte, the Companies or the B-1

[Pulte Restated Loan Agreement] Originator, shall not include Borrower. As used in this Restated Subordination Agreement: "Senior Debt" means all obligations for the payment of money which are or may become due and owing by (a) the Originator under the Restated Repurchase Agreement, whether for repurchase prices, fees, expenses (including counsel fees), indemnified amounts or otherwise or (b) the Servicer, whether for the deposit of collections received by it or for fees, expenses (including counsel fees), indemnified amounts or otherwise. "Subordinated Debt" means all present and future indebtedness for borrowed money, of the Originator to Pulte or to any Affiliate of the Originator, the Companies or Pulte, whether (i) principal, interest (before or after the beginning of any proceedings under any Debtor Law), premium, court costs, attorneys' fees, or other costs of collection, (ii) direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, (iii) created directly or acquired by assignment or otherwise, or (iv) whether or not evidenced in writing. "Senior Liens" means all present and future security interests and liens, if any, directly or indirectly securing any Senior Debt. "Subordinated Liens" means all present and future security interests and liens, if any, directly or indirectly securing any Subordinated Debt. 2. Until the Facility Termination Date under the Restated Repurchase Agreement, the Drawdown Termination Date under the Restated Loan Agreement and the Seasonal Facility Termination Date under the Restated Loan Agreement have expired and the Senior Debt has been paid in full, all Subordinated Debt and the proceeds of all Subordinated Liens are hereby subordinated to all Senior Debt and the proceeds of all Senior Liens as provided in this Restated Subordination Agreement. For purposes hereof, Senior Debt shall not be deemed paid in full unless it has been paid in full for more than 366 days and such payment is final and indefeasible and not subject to rescission or setting aside for any reason whatsoever. (a) Unless a Default or an Event of Default under the Restated Repurchase Agreement or (so long as the Originator is the Servicer) a Servicer Default (each, a "Senior Debt Default") is continuing, the Companies may receive payments of principal on Subordinated Debt, and interest accruing on Subordinated Debt at a reasonable market rate as agreed upon between the Originator and the Companies. (b) While a Senior Debt Default is continuing, the Companies may not receive any payment directly or indirectly related to any Subordinated Debt or proceeds of any Subordinated Lien. 3. Pulte agrees that (a) all existing and future obligations of any nature owed B-2

[Pulte Restated Loan Agreement] or owing by the Originator to any Affiliates of the Originator or Pulte shall also be Subordinated Debt and (b) it will cause each such Affiliate that may provide credit to, or otherwise have obligations owing to it by, the Originator to subordinate its rights of repayment and security therefor to the rights of the Senior Debt holders, and the priorities and rights of the Senior Liens, as herein provided, the same as if each such Affiliate was a party to this Restated Subordination Agreement in like capacity to that of Pulte, and for such purpose each reference to Pulte in this Agreement (other than this paragraph 3) shall be deemed to refer to such Affiliate. 4. To the extent of the subordination provided in paragraph 2 above, if any payment or distribution of assets or securities of the Originator of any kind or character, whether in cash, property or securities, is made or to be made upon any dissolution or winding up or total or partial liquidation or reorganization of the Originator, whether voluntary or involuntary or in bankruptcy, insolvency, receivership or other proceedings, then and in any such event, all principal of and interest then due upon all Senior Debt, whether or not the Senior Debt is then due or matured, shall first be paid in full, or full payment thereof provided for in money or money's worth, before a Company, or any trustee or receiver acting on its or their behalf, shall be entitled to receive any assets or securities other than (a) shares of stock ("Stock") of the Originator as reorganized or readjusted or (b) securities ("Subordinated Securities") of the Originator or any other corporation provided for by a plan of reorganization or readjustment, junior to (or the payment of which is subordinated by a written instrument in form and substance satisfactory to and approved in writing by Borrower and the Administrative Agent, to the payment of), all Senior Debt which may at the time be outstanding or contemplated, in payment of, partial or complete compensation for or otherwise in respect of any of the Subordinated Debt. Upon any such dissolution, winding up, liquidation or reorganization, any payment or distribution of assets or securities of the Originator of any kind or character, whether in cash, properties or securities (other than as aforesaid) which, but for the provisions of this paragraph 4, would then be made to the Companies or any Affiliate of the Companies shall, to the extent of the subordination provided in paragraph 2 above, instead be made by the Originator or by any receiver, trustee in bankruptcy, liquidating trustee, agent or other person making such payment or distribution, directly to the holder or holders of Senior Debt, or their representatives, to the extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 5. If any Company or any Affiliate of the Companies or anyone else acting on its or their behalf shall receive any payment or distribution of assets or securities of the Originator of any kind or character, or for the Originator, whether in cash, property or securities (other than Stock or Subordinated Securities) before all Senior Debt is paid in full or full payment thereof is provided for in money or money's worth to the satisfaction of Borrower and the Administrative Agent, then and in that event, to the extent of the subordination provided in paragraph 2 above, the recipient of such assets or securities of B-3

[Pulte Restated Loan Agreement] the Originator so paid or distributed shall pay over and deliver all such payments and distributions forthwith to the receiver, trustee in bankruptcy, liquidating trustee, agent or other person responsible for making payment or distribution of assets or securities of the Originator, who shall then pay or distribute such assets or securities to the holders of the Senior Debt for application to the Senior Debt remaining unpaid, to the extent necessary to pay all Senior Debt in full, in money or money's worth, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. Each Company or anyone else acting in its behalf will not be required to pay over and deliver any sums paid to or for the benefit of such Company to the extent that such payments or distributions were permitted, at the time paid or distributed, under subparagraph 2(a). 6. Each Company hereby, unconditionally and irrevocably, waives and releases any and all rights which it now has or may hereafter acquire to be subrogated to the rights of the holder of the Senior Debt or to receive payments or distributions of assets or securities of the Originator applicable to the Senior Debt and to any of the Senior Liens, either before or after all obligations to the holders of the Senior Debt shall be paid in full, although no such payments or distributions applicable to Senior Debt shall (as between the Originator, its creditors other than holders of the Senior Debt and the Companies) be deemed to be a payment by the Originator to or on account of its obligations to the Companies or any Affiliate of the Companies. The provisions of this paragraph 6 are (and are intended solely) for the purpose of defining the relative rights of the Companies or any Affiliate of the Companies, on the one hand, and the holders of Senior Debt, on the other hand, and nothing contained in this paragraph 6 or elsewhere in this Agreement is intended to impair, or shall impair, as between the Originator and the Companies or any Affiliate of the Companies, the obligations of the Originator to the Companies or any Affiliate of the Companies or to affect (except to the extent specifically provided above in this paragraph 6) the relative rights of the Companies, the Affiliates of the Companies and creditors of the Originator other than the holders of Senior Debt. Nothing herein contained shall prevent the Companies or any Affiliate of the Companies from exercising all remedies otherwise permitted by applicable law, upon default under the Originator' obligations to the Companies or the Affiliates of the Companies, subject to the rights under this Restated Subordination Agreement of the holders of Senior Debt in respect of assets or securities of the Originator of any kind of character, whether cash, property or securities, received upon the exercise of any such remedy. 7. Before the time of the occurrence of any Senior Debt Default, the Companies and the Affiliates of the Companies shall have the right to receive and retain payments on Subordinated Debt to the extent provided in paragraph 2 hereof; however, automatically and without any requirement for notice or any other action by Borrower or the Administrative Agent, from and after the occurrence of any Senior Debt Default and until Borrower and the Administrative Agent shall have declared in writing that such Senior Debt Default has been cured or waived or ceased to exist or that the Senior Debt has been fully paid and satisfied, no payment shall be made, directly or indirectly, by the B-4

[Pulte Restated Loan Agreement] Originator or with any of its funds, or accepted by such Company or any Affiliate of such Company on, against or on account of any of the Subordinated Debt, and no remedies against the Originator or any of its property or interests shall be enforced by or for the account of such Company or any Affiliate of such Company. 8. From and after the date of maturity (however it may occur or be brought about), and until such Senior Debt so matured shall have been fully paid and satisfied, all of such matured Senior Debt shall first be paid in full before any payment or distribution is made by Originator or accepted by the Companies or any Affiliate of the Companies on, against or on account of any Subordinated Debt and before any remedy against either Originator or any of its property or interests may be enforced. 9. The subordination provided for in this Restated Subordination Agreement is unconditional, and no right of any present or future holder of any Senior Debt to enforce subordination as herein provided shall at any time or in any way be prejudiced or impaired by any act or failure to act on the part of the Originator or the Companies or any Affiliate of the Companies or by any act or failure to act by any holder of any Senior Debt or Borrower or the Administrative Agent or by any noncompliance by the Originator or the Companies or any Affiliate of the Companies with the terms, provisions and covenants of the Transaction Documents, regardless of any knowledge thereof any such holder might have or be chargeable or charged with. The obligations of the Companies are unconditional irrespective of the validity or enforceability or collectibility of the Senior Debt or any other circumstance whatsoever which might constitute a legal or equitable defense of a guarantor or of the Companies hereunder, any and all such defenses being hereby expressly waived by the Companies. 10. Borrower or the Administrative Agent or any other holder of Senior Debt may, at any time without the consent of or notice to the Companies or any other holder of Subordinated Debt, without incurring responsibility to the Companies or such other holder of Subordinated Debt, without impairing or releasing the terms or obligations of this Restated Subordination Agreement, upon or without any terms or conditions and in whole or in part: (1) change the manner, place or terms of payment or change or extend the time of payment of, renew, increase or alter any Senior Debt and the subordinations herein made and provided for shall apply to the Senior Debt as so changed, extended, increased, renewed or altered in any manner; (2) sell, exchange, release, surrender, realize upon or otherwise deal with in any manner and in any order any property at any time pledged or mortgaged to secure or securing the Senior Debt or any offset against any Senior Debt; (3) exercise, delay exercising or refrain from exercising any rights against the Originator or others, or otherwise act or refrain from acting; B-5

[Pulte Restated Loan Agreement] (4) settle or compromise any Senior Debt. Notwithstanding any provision hereof to the contrary, or any prior termination hereof, this Agreement and the obligations of the Companies hereunder shall be automatically reinstated if at any time any payment, settlement or compromise of any of the Senior Debt is rescinded, set aside or vacated by a Governmental Authority or required to be returned or repaid to the Originator or any Person on its behalf for any reason whatsoever. No delay on the part of Borrower, the Administrative Agent or any other holder of Senior Debt in exercising any right under this or any other agreement, including the Transaction Documents, or failure to exercise any such right shall operate as a waiver of such right. In no event shall any modification or waiver of the provisions of this Restated Subordination Agreement be effective unless in writing, nor shall any such waiver be applicable except in the specific instance for which it may be given. Each Company, for itself and all other present and future holders of Subordinated Debt (including, without limitation, Subordinated Debt held or originated by Affiliates of the Originator other than such Company), agrees to execute and deliver to Borrower, the Administrative Agent and to any other holder or holders of Senior Debt requesting it, such further instruments, and to take such other action, as may be necessary or appropriate in the reasonable opinion of Borrower, the Administrative Agent or such other holder or holders of Senior Debt, and upon request of Borrower, the Administrative Agent or such other holder or holders, to fully effectuate the subordinations provided for in this Restated Subordination Agreement and in accordance with its terms. 11. This Restated Subordination Agreement shall bind and benefit the parties hereto and their respective successors, custodians, receivers, trustees and assigns, and the provisions of this Restated Subordination Agreement shall be enforceable by Borrower, the Administrative Agent or directly by the holders of Senior Debt. Borrower (and any assignee of Borrower) may at any time assign any and all of its rights hereunder to any other person or entity without the consent of any of the Companies, whereupon (i) each reference herein to Borrower shall mean and be a reference to such assignee and (ii) such assignee may enforce this Restated Subordination Agreement to the fullest extent as if it were a named party hereto. Without limiting the generality of the foregoing, each Company acknowledges and consents to the assignment by Borrower, under and in connection with the Restated Loan Agreement, of all of Borrower's right, title and interest in, to and under this Restated Subordination Agreement to the Administrative Agent for the benefit of the Lenders, and each Company agrees that at all times that the Restated Loan Agreement shall be in effect (i) any claim made by Borrower hereunder shall be deemed made for the benefit of the Administrative Agent and the Lenders and (ii) any payment or remittance to be made hereunder by any Company in respect of any claim being made by or in respect of Borrower or Senior Debt due to Borrower under the Restated Repurchase Agreement shall be paid or remitted to the Administrative Agent for the benefit of the Lenders. B-6

[Pulte Restated Loan Agreement] 12. THIS RESTATED SUBORDINATION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL APPLY HERETO). Neither acceptance nor execution of this Restated Subordination Agreement by Borrower, the Administrative Agent or any holder of Senior Debt shall be necessary to cause this Restated Subordination Agreement to be or remain in full force and effect from and after the date of its execution and delivery by the Companies to Borrower and the Administrative Agent, and each Company's obligations under this Restated Subordination Agreement are unconditional. This Restated Subordination Agreement may not be revoked or amended except by an instrument in writing executed by each Company, Borrower and the Administrative Agent. Any holder of Senior Debt may at any time and without notice waive in whole or in part any provision of this Restated Subordination Agreement as to all or part of the Senior Debt held by such holder (but may not affect or impair the rights of any other holder of Senior Debt), but no such waiver shall be effective unless expressly stated in a writing signed by such holder. 13. THIS RESTATED SUBORDINATION AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 14. EACH COMPANY HEREBY ACKNOWLEDGES AND AGREES THAT IT IRREVOCABLY (i) SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND, SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. TO THE EXTENT THAT IT HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM THE JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID TO EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER OR IN CONNECTION WITH THIS RESTATED SUBORDINATION AGREEMENT. B-7

[Pulte Restated Loan Agreement] EXECUTED as of the date first stated in this Restated Subordination Agreement. PULTE HOMES, INC. By: Name:

Title: ACCEPTED AND AGREED TO: PULTE FUNDING, INC. By:_________________________________________ Name:____________________________________ Title:___________________________________ CREDIT LYONNAIS NEW YORK BRANCH, as Administrative Agent By: _________________________________________ Name:____________________________________ Title: __________________________________ B-8

[Pulte Restated Loan Agreement] ASSIGNMENT OF AMENDED AND RESTATED SUBORDINATION AGREEMENT The undersigned hereby assigns all of its right, title and interest in and to the foregoing Restated Subordination Agreement to Credit Lyonnais New York Branch, in its capacity as administrative agent (the "Administrative Agent") for the "Lenders" under and as defined in that certain Restated Loan Agreement dated as of August 23, 2002 by and among Pulte Funding, Inc. ("Borrower"), certain Banks parties thereto, certain Issuers parties thereto, the Administrative Agent, certain Managing Agents parties thereto and Pulte Mortgage Corporation, as servicer thereunder, as the same may be amended, restated, supplemented or otherwise modified from time to time. Pulte Homes, Inc. ("Pulte"), for itself and on behalf of the other Companies, acknowledges such assignment and agrees that the Administrative Agent may further assign, without notice, its right, title and interest in and to the Restated Subordination Agreement without consent of any person or entity. The Administrative Agent, as the assignee of Borrower, shall have the right to enforce the Restated Subordination Agreement and to directly exercise all of Borrower's rights and remedies under the Restated Subordination Agreement, and Pulte agrees to cooperate fully with the Administrative Agent in the exercise of such rights and remedies thereunder. Dated: August 23, 2002 PULTE FUNDING, INC. By: ______________________________ Name:__________________________ Title:_________________________ Acknowledged and agreed to this 23rd day of August, 2002 PULTE HOMES, INC. By: ________________________________________ Name: __________________________________ Title: _________________________________ B-9

[Pulte Restated Loan Agreement] EXHIBIT C FORM OF BORROWING REQUEST TO: CREDIT LYONNAIS NEW YORK BRANCH, as Administrative Agent and a Managing Agent under the Restated Loan Agreement referred to below BANK ONE TRUST COMPANY, N.A. (MAIN OFFICE CHICAGO), as a Managing Agent under the Restated Loan Agreement referred to below LASALLE BANK NATIONAL ASSOCIATION, as the Collateral Agent under the Restated Loan Agreement referred to below 1. Pulte Funding Inc. hereby requests a Borrowing (the "Requested Borrowing") in the amount and on the Borrowing Date herein specified on Schedule I attached hereto, pursuant to the Amended and Restated Loan Agreement dated as of August 23, 2002, among PULTE FUNDING, INC., as the Borrower (hereinafter, together with its successors and assigns, the "Borrower"), ATLANTIC ASSET SECURITIZATION CORP., as an Issuer (hereinafter, together with its successors and assigns, "Atlantic"), JUPITER SECURITIZATION CORPORATION, as an Issuer (hereinafter, together with its successors and assigns, "Jupiter") CREDIT LYONNAIS NEW YORK BRANCH ("CL New York"), as a Bank, the Administrative Agent and a Managing Agent, BANK ONE, NA (MAIN OFFICE CHICAGO), (hereinafter, together with its successors and assigns, "Bank One"), as a Bank and as a Managing Agent, LLOYDS TSB BANK PLC, as a Bank (hereinafter, together with its successors and assigns, "Lloyds") and PULTE MORTGAGE CORPORATION, as the Servicer (hereinafter, together with its successors and assigns, "PMC") (such agreement, as from time to time supplemented, amended, restated or extended, the "Restated Loan Agreement"). Capitalized terms used and not otherwise defined herein have the meanings given thereto in the Restated Loan Agreement. 2. The undersigned officer of the Borrower hereby represents and warrants for the benefit of the Lenders and the Agent that: (1) The Borrower is entitled to receive the Requested Borrowing under the terms and conditions of the Restated Loan Agreement (and pursuant to the Assignment, if any, executed in connection herewith, the Borrower grants to the Administrative Agent a security interest in the Collateral described in such Assignment) C-1-1

[Pulte Restated Loan Agreement] (2) (i) if the Borrowing requested hereunder is not a Special Borrowing, all Principal Mortgage Documents required under Section 3.2(b) of the Restated Loan Agreement and which relate to the Mortgage Loans identified on Schedule I to the Assignment, if any, executed in connection herewith have been delivered to the Collateral Agent, and (ii) if the Borrowing requested hereunder is a Special Borrowing, either (A) all such documents which relate to Schedule II to the Assignment shall be delivered to the Collateral Agent within 9 Business Days after the Borrowing Date set forth in item 1(c) above, as required under Section 2.3(c) of the Restated Loan Agreement, or (B) the Principal Debt that has been borrowed against such Mortgage Loans shall be repaid in full as and to the extent required under Section 2.3(d) of the Restated Loan Agreement; (3) all Mortgage Loans, Principal Mortgage Documents and Other Mortgage Documents in which the Administrative Agent is granted a security interest pursuant to the Assignment, if any, in connection herewith, comply in all material respects with the applicable requirements set forth in the Restated Loan Agreement and the Restated Security Agreement; (4) at all times relevant to this Agreement, total Collateral Value attributable to the types or categories of Collateral referred to in the definition of Collateral Value has not, and does not now, exceed the limitations established in such definition; (5) no Default or Event of Default has occurred or is continuing; and (6) no change or event which constitutes a Material Adverse Effect as to the Borrower has occurred. 3. The representations and warranties of the Borrower contained in the Restated Loan Agreement and those contained in each other Transaction Document to which the Borrower is a party are true and correct in all material respects on and as of the date hereof. 4. All of the conditions applicable to the Requested Borrowing pursuant to Section 4.2 of the Restated Loan Agreement are and will be satisfied immediately before and after giving effect to the Requested Borrowing. C-1-2

[Pulte Restated Loan Agreement] PULTE FUNDING, INC.,
as the Borrower Date: ______________________________ By: ______________________________ Name:_________________________ Title:________________________ C-1-3

[Pulte Restated Loan Agreement]

SCHEDULE I TO FORM OF BORROWING REQUEST NON-SEASONAL BORROWING Borrowing Date Maturity Date Days in Interest Period Max Facility Amount Existing Funded CP Expiring CP New Request Total Atlantic Jupiter Proceeds Atlantic Jupiter Principal Debt Availability Cannot be used if there is availability remaining under the non-seasonal facility SEASONAL BORROWING Borrowing Date Maturity Date Days in Interest Period Seasonal Facility Amount Existing Funded CP Expiring CP New Request Proceeds Principal Debt Availability C-1-4

[Pulte Restated Loan Agreement] SCHEDULE II TO FORM OF BORROWING REQUEST SERVICER PERIODIC REPORT [DATE] PULTE FUNDING, INC. Fax No: (303) 741-2946 Attention: Dave Bruining LASALLE BANK NATIONAL ASSOCIATION Fax No: (847) 766-3456 Attention: Harry Cichetti Re: PULTE FUNDING, INC. We refer to the Amended and Restated Loan Agreement, dated as of August 23, 2002, among PULTE FUNDING, INC., as the Borrower (hereinafter, together with its successors and assigns, the "Borrower"), ATLANTIC ASSET SECURITIZATION CORP., as an Issuer (hereinafter, together with its successors and assigns, "Atlantic"), JUPITER SECURITIZATION CORPORATION, as an Issuer (hereinafter, together with its successors and assigns, "Jupiter"), CREDIT LYONNAIS NEW YORK BRANCH ("CL New York"), as a Bank, the Administrative Agent and a Managing Agent, BANK ONE, NA (MAIN OFFICE CHICAGO) (hereinafter, together with its successors and assigns, "Bank One"), as a Bank and as a Managing Agent, LLOYDS TSB BANK PLC, as a Bank (hereinafter, together with its successors and assigns, "Lloyds") and PULTE MORTGAGE CORPORATION, as the Servicer (hereinafter, together with its successors and assigns, "PMC") (such agreement, as from time to time supplemented, amended, restated or extended, the "Restated Loan Agreement"). Capitalized terms used and not otherwise defined herein have the meanings given thereto in the Restated Loan Agreement. Pursuant to Section 3.10 of the Restated Loan Agreement, the Servicer hereby confirms that as of the date hereof the Collateral Value of all Eligible Mortgage Collateral is $_______, the total of the Principal Debt (including Advances and Seasonal Advances requested but not then funded) is $________________, and the Principal Debt does not exceed the Collateral Value. C-2-5

[Pulte Restated Loan Agreement] Very truly yours, Pulte Mortgage Corporation, as Servicer By: ____________________________________ Name: _______________________________ Title: ______________________________ C-2-6

[Pulte Loan Agreement] EXHIBIT D COLLATERAL AGENCY AGREEMENT See Tab ___. D-1

[Pulte Restated Loan Agreement] EXHIBITS TO COLLATERAL AGENCY AGREEMENT D-1 through D-12 See Tab 6 D-1

[Pulte Restated Loan Agreement] EXHIBIT E-1 FORM OF PROMISSORY NOTE $_________ ____, 2002 FOR VALUE RECEIVED, on the Drawdown Termination Date (as defined in the Restated Loan Agreement referred to below), PULTE FUNDING, INC., a Michigan corporation ("Maker"), promises to pay to the order of [ATLANTIC ASSET SECURITIZATION CORP.] [CREDIT LYONNAIS NEW YORK BRANCH] [LLOYDS TSB BANK PLC] ("Payee") at the offices of CREDIT LYONNAIS NEW YORK BRANCH, as Managing Agent for Payee ("Agent") at 1301 Avenue of the Americas, New York, New York, 10019, the principal sum of $___________ or, if less, the aggregate unpaid principal amount of Advances made by the Payee to the Maker pursuant to the terms of the Restated Loan Agreement referred to below, together with interest, as provided below. This note is one of the "Notes" described in the Amended and Restated Loan Agreement dated as of August 23, 2002, (such agreement, as from time to time supplemented, amended, restated or extended, the "Restated Loan Agreement"), among Maker, Payee, the Agent, PULTE MORTGAGE CORPORATION and certain other parties. Terms defined in the Restated Loan Agreement have the same meanings when used in this Note. The Restated Loan Agreement contains provisions that affect this Note relating to, among other things, interest rate options, calculation of interest, voluntary and mandatory prepayments, acceleration of maturity, exercise of rights, payment of attorneys' fees, court costs, and other costs of collection, certain waivers by Maker and others, and security for the payment of this Note. The unpaid principal balance of Advances under this Note bears interest at the interest rates set forth in the Restated Loan Agreement. So long as an Event of Default exists, the unpaid principal and accrued interest shall bear interest at the Default Rate, until paid. Each Advance owing to the Payee by the Maker pursuant to the Restated Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Payee and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Note shall be construed in accordance with and governed by the laws of the State of New York. Maker: PULTE FUNDING, INC. By: ____________________________________ Name: _______________________________ Title: ______________________________ E-1-1

[Pulte Restated Loan Agreement] ADVANCES AND PAYMENTS OF PRINCIPAL DEBT
-------------------------------------------------------------------------------Amount of Principal Unpaid Principal Notation Date Amount of Advance Debt Paid or Prepaid Debt Balance Made By -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E-1-2

[Pulte Restated Loan Agreement] EXHIBIT E-2 FORM OF PROMISSORY NOTE $_________ ___, 2002 FOR VALUE RECEIVED, on the Drawdown Termination Date (as defined in the Restated Loan Agreement referred to below), PULTE FUNDING, INC., a Michigan corporation ("Maker"), promises to pay to the order of [BANK ONE, NA (MAIN OFFICE CHICAGO)] [JUPITER SECURITIZATION CORPORATION] ("Payee") at the offices of Bank One, NA (Main Office Chicago) as Managing Agent for Payee ("Agent") at 1 Bank One Plaza, Chicago, Illinois 60670, the principal sum of $___________ or, if less, the aggregate unpaid principal amount of Advances made by the Payee to the Maker pursuant to the terms of the Restated Loan Agreement referred to below, together with interest, as provided below. This note is one of the "Notes" described in the Amended and Restated Loan Agreement dated as of August 23, 2002, (such agreement, as from time to time supplemented, amended, restated or extended, the "Restated Loan Agreement"), among Maker, Payee, the Agent, PULTE MORTGAGE CORPORATION and certain other parties. Terms defined in the Restated Loan Agreement have the same meanings when used in this Note. The Restated Loan Agreement contains provisions that affect this Note relating to, among other things, interest rate options, calculation of interest, voluntary and mandatory prepayments, acceleration of maturity, exercise of rights, payment of attorneys' fees, court costs, and other costs of collection, certain waivers by Maker and others, and security for the payment of this Note. The unpaid principal balance of Advances under this Note bears interest at the interest rates set forth in the Restated Loan Agreement. So long as an Event of Default exists, the unpaid principal and accrued interest shall bear interest at the Default Rate, until paid. Each Advance owing to the Payee by the Maker pursuant to the Restated Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Payee and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Note shall be construed in accordance with and governed by the laws of the State of New York. Maker: PULTE FUNDING, INC. By: ______________________________ Name:_________________________ Title:________________________ E-2-1

[Pulte Restated Loan Agreement] ADVANCES AND PAYMENTS OF PRINCIPAL DEBT
-------------------------------------------------------------------------------Amount of Principal Unpaid Principal Notation Date Amount of Advance Debt Paid or Prepaid Debt Balance Made By -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E-2-2

[Pulte Restated Loan Agreement] EXHIBIT E-3 FORM OF PROMISSORY NOTE $_________ ___, 2002 FOR VALUE RECEIVED, on the Drawdown Termination Date (as defined in the Restated Loan Agreement referred to below), PULTE FUNDING, INC., a Michigan corporation ("Maker"), promises to pay to the order of [BANK ONE, NA (MAIN OFFICE CHICAGO)] [JUPITER SECURITIZATION CORPORATION] ("Payee") at the offices of Bank One, NA (Main Office Chicago) as Managing Agent for Payee ("Agent") at 1 Bank One Plaza, Chicago, Illinois 60670, the principal sum of $__________ or, if less, the aggregate unpaid principal amount of Seasonal Advances made by the Payee to the Maker pursuant to the terms of the Restated Loan Agreement referred to below, together with interest, as provided below. This note is one of the "Notes" described in the Amended and Restated Loan Agreement dated as of August 23, 2002, (such agreement, as from time to time supplemented, amended, restated or extended, the "Restated Loan Agreement"), among Maker, Payee, the Agent, PULTE MORTGAGE CORPORATION and certain other parties. Terms defined in the Restated Loan Agreement have the same meanings when used in this Note. The Restated Loan Agreement contains provisions that affect this Note relating to, among other things, interest rate options, calculation of interest, voluntary and mandatory prepayments, acceleration of maturity, exercise of rights, payment of attorneys' fees, court costs, and other costs of collection, certain waivers by Maker and others, and security for the payment of this Note. The unpaid principal balance of Seasonal Advances under this Note bears interest at the interest rates set forth in the Restated Loan Agreement. So long as an Event of Default exists, the unpaid principal and accrued interest shall bear interest at the Default Rate, until paid. Each Seasonal Advance owing to the Payee by the Maker pursuant to the Restated Loan Agreement, and all payments made on account of principal thereof, shall be recorded by the Payee and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. This Note shall be construed in accordance with and governed by the laws of the State of New York. Maker: PULTE FUNDING, INC. By: ___________________________________ Name: _____________________________ Title: ____________________________ E-3-1

[Pulte Restated Loan Agreement] SEASONAL ADVANCES AND PAYMENTS OF PRINCIPAL DEBT
---------------------------------------------------------------------------------Amount of Seasonal Amount of Principal Unpaid Principal Notation Date Advance Debt Paid or Prepaid Debt Balance Made By -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

E-3-2

[Pulte Restated Loan Agreement] EXHIBIT F FORM OF SERVICER MONTHLY REPORT [Date] Credit Lyonnais New York Branch, as Administrative Agent under the Restated Loan Agreement referred to below Credit Lyonnais Building 1301 Avenue of the Americas New York, New York 10019 Attention: Structured Finance Pulte Funding, Inc., as Borrower under the Restated Loan Agreement referred to below c/o Pulte Mortgage Corporation 7475 South Joliet Street Englewood, Colorado 80112 Attention: Dave Bruining Re: Amended and Restated Loan Agreement dated as of August 23, 2002, among PULTE FUNDING, INC., as the Borrower (hereinafter, together with its successors and assigns, the "Borrower"), ATLANTIC ASSET SECURITIZATION CORP., as an Issuer (hereinafter, together with its successors and assigns, "Atlantic"), JUPITER SECURITIZATION CORPORATION, as an Issuer (hereinafter, together with its successors and assigns, "Jupiter") CREDIT LYONNAIS NEW YORK BRANCH ("CL New York"), as a Bank, the Administrative Agent and a Managing Agent, BANK ONE, NA (MAIN OFFICE CHICAGO), (hereinafter, together with its successors and assigns, "Bank One"), as a Bank and as a Managing Agent, LLOYDS TSB BANK PLC, as a Bank (hereinafter, together with its successors and assigns, "Lloyds") and PULTE MORTGAGE CORPORATION, as the Servicer (hereinafter, together with its successors and assigns, "PMC") (such agreement, as from time to time supplemented, amended, restated or extended, the "Restated Loan Agreement"). Pursuant to Section 3.8 of the Restated Loan Agreement (terms not otherwise defined herein being used as defined in the Restated Loan Agreement), the Servicer hereby confirms that as of the date hereof: 1. The Default Ratio does not exceed 1%. Computations of the Default Ratio and the Sixty-Day Default Ratio are attached on Schedule I. F-1

[Pulte Restated Loan Agreement] 2. (A) Set forth on Schedule I is (i) a computation of the Default Ratio and Sixty-Day Default Ratio (as defined in the Restated Loan Agreement), (ii) an aging of Mortgage Loans owned by the Borrower that are financed by the Lenders and constitute Collateral hereunder, and (B) and other information set forth on Schedule I is true and correct. 3. No Default, Event of Default or Servicer Default exists. 4. The total of the Principal Debt (including Advances and Seasonal Advances requested but not then funded) is $________________, and the Principal Debt does not exceed the Collateral Value. 5. The ratings of the Approved Investors set forth on Schedule II have not changed since [the latest of August 23, 2002, June 30, 2003 or each anniversary of June 30, 2003], except for the ratings which have changed since such date, if any, as listed on Schedule II attached hereto. 6. The aggregate Collateral Value of Mortgage Loans at the beginning of the first day of the previous month was $_____. The amount of Collections used to repurchase Mortgage Loans by PMC during such month was $____. The amount of Collections used to purchase Mortgage Loans by the Borrower during the previous month was $____. The amount of the aggregate Collateral Value of Mortgage Loans at the end of the last day of the previous month was $____. Very truly yours, PULTE MORTGAGE CORPORATION as Servicer By:_____________________________ Name:_________________________ Title:________________________ F-2

Schedule I MAXIMUM FACILITY AMOUNT Collateral Report Reporting period ending: [1] BORROWER DEFAULT RATIO: [2] BORROWER SIXTY DAY DEFAULT RATIO: [3] PULTE MORTGAGE DEFAULT RATIO: [4] PULTE FUNDING (SPV) MORTGAGE LOAN DELINQUENCY DATA:
[A] Total [i] # of loans [ii]Principal amount of Mortgage Loans [iii] % of Total Principal Amount of Mortgage Loans ----------------------------------------100% ----------------------------------------[B] 31-60 DPD [C] 61-70 DPD 7

[5] PULTE MORTGAGE LOAN DELINQUENCY DATA:
[A] Total [i] # of loans [ii]Principal amount of Mortgage Loans [iii% of Total Principal Amount of Mortgage Loans ----------------------------------------100% ----------------------------------------[B] 31-60 DPD [C] 61-70 DPD 7

F-3

Schedule I [6] EXCESS SPREAD --------------------------------------Portfolio Yield Conduit Spread Euro Dollar Rate ------------------------[7] RESERVE AMOUNT ------------------------REQUIRED RESERVE AMOUNT ------------------------[8] Pulte Mortgage Net Worth --------------------------------------------------_________ % -------------

F-4

EXHIBIT A TO SERVICER MONTHLY REPORT
[DATE] (1) (2) (3) (4) Maximum Combined Facility Amount Original Principal Amount of Eligible Mortgage Loan Take Out Commitment Price (WA calculated every Monday) Loan amount before applying the Advance Rate (lesser of (2) and (3) Breakdown of (4) [________]

Conforming & Jumbo ALT-A 2nds, Bridges & Super Jumbos Total [___]%

Advance Rate -----------98% 97% 95%

(5) (6) (7) (8) (9) (10) (11)

Blended Advance Rate Collateral Value Collateral in Pool for 120-180 days Wet Amount (Total Sub-Limit) <<9 Day Max>> Wet Amount (Only first and last 5 Days) <<9 Day Max>> Jumbo Amount <650K Super Jumbo Amount >650K & <1000K ALT-A Amount

10% of Max. Facility Amount. 30% of Max Facility Amount. 50% of Max. Facility Amount. 25% of Max. Facility Amount. 10% of Max. Facility Amount. 15% of Max. Facility